A&B FUEL: Owners Slated to Face Creditors in Court Friday---------------------------------------------------------Arthur and Beverly Baio, owners of defunct oil-delivery business A&B Fuel, are scheduled to face creditors at a meeting on Friday in the U.S. Bankruptcy Court for the Eastern District of Pennsylvania, The Scranton (Pa.) Times Tribune reports.

Staff writer Jessica Durkin says it is not clear whether the Baios will attend the meeting or if they will be represented solely by their attorneys.

Ms. Durkin also reports that officials with the state attorney general's office are waiting to proceed with a consumer protection lawsuit, filed in Wayne County in January 2008, which may go forward after resolution of the bankruptcy petitions. Ms. Durkin says officials sent a letter May 27 to nearly 1,000 customers affected by A&B Fuel's closure to update them on the case.

According to Ms. Durkin, the Baios abruptly closed their home heating oil and propane business in Gouldsboro on Dec. 28. Three days later, the report continues, they filed for Chapter 7 bankruptcy protection for Country Craftsman Builders Inc. and All County Petroleum Management Inc. -- the two businesses under which A&B Fuel operated.

The Baios also commenced a Chapter 13 personal bankruptcy filing Jan. 22. According to Ms. Durkin, the scope of their assets and liabilities will remain unclear until they file those details, which is expected this week.

"It's still too early to give a number," Ms. Durkin quotes Mark Conway, Esq., the Chapter 7 bankruptcy trustee for the Baios and their two companies, as saying.

Mr. Conway, the report says, is in the process of selling all of A&B Fuel's property. An auction at the former A&B Fuel offices is tentatively scheduled July 12, according to the report.

Mr. Conway, the report adds, objected to a move by the Baios to convert their personal bankruptcy to Chapter 11 status.

ABACUS 2006-8: Moody's Cuts Notes Ratings, to Undertake Review--------------------------------------------------------------Moody's Investors Service downgraded and placed on review for possible further downgrade the ratings on these notes issued by ABACUS 2006-8, LTD.:

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio.

ABABUS 2006-9: Moody's Cuts A2 Rating on $23.4MM Notes to Ca------------------------------------------------------------Moody's Investors Service downgraded and placed on review for possible further downgrade the ratings on these notes issued by ABACUS 2006-9, Ltd.:

Class Description: $25,000,000 Class A-1 Variable Rate Notes Due 2041

Prior Rating: Aaa

Current Rating: Ba3, on review for possible downgrade

Class Description: $40,625,000 Class A-2 Variable Rate Notes Due 2041

Prior Rating: Aaa

Current Rating: B1, on review for possible downgrade

Class Description: $35,937,500 Class B Variable Rate Notes Due 2041

Prior Rating: Aa2

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $23,437,500 Class C Variable Rate Notes Due 2041

Prior Rating: A2

Current Rating: Ca

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio, which consists of structure finance securities.

ABACUS 2006-12: Moody's Cuts A2 Rating on $44.9MM Notes to Ca-------------------------------------------------------------Moody's Investors Service downgraded and placed on review for possible further downgrade the ratings on these notes issued by ABACUS 2006-12, LTD.;

Class Description: $95,000,000 Class A-1 Floating Rate Notes Due 2038

Prior Rating: Aa2, on review for possible downgrade

Current Rating B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $44,900,000 Class A-2 Floating Rate Notes Due 2038

Prior Rating: A2, on review for possible downgrade

Current Rating: Ca

Class Description: $20,100,000 Class B Floating Rate Notes Due 2038

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ca

Class Description: $37,500,000 Class C Floating Rate Notes Due 2038

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Ca

Class Description: $8,750,000 Class D Floating Rate Notes Due 2038

Prior Rating: B1, on review for possible downgrade

Current Rating: Ca

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

The lowered ratings reflect factors that have negatively affected the credit enhancement available to support the notes since S&P last downgraded them in February 2008. S&P have received notifications of implied write-downs of underlying reference entities in the past few months that have affected the credit enhancement available to the affected classes, and which have an impact on the ultimate principal payment of these classes.

ABACUS 2006-HGS1: S&P Lowers Ratings on Six Note Classes to 'CC' ----------------------------------------------------------------Standard & Poor's Ratings Services lowered its ratings on the class A-1, A-2, B, C, D, and E notes issued by ABACUS 2006-HGS1 Ltd., a synthetic collateralized debt obligation of CDO transaction. At the same time, S&P withdrew its 'BB+' rating on the class AMSS notes following a partial optional redemption.

The lowered ratings reflect factors that have negatively affected the credit enhancement available to support the notes since S&P last lowered the ratings in May 2008. Standard & Poor's received notifications of implied write-downs of the underlying reference entities in the past few months that have affected the credit enhancement available to support the classes, which will affect the ultimate principal payment of the affected classes.

ACA ABS: Moody's Downgrades Ratings on Three Note Classes---------------------------------------------------------Moody's Investors Service has downgraded the ratings of three classes of notes issued by ACA ABS 2006-1, Ltd., and left on review for possible further downgrade rating of one of these classes of notes as:

ACA ABS 2006-1 Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On March 5, 2008 the transaction experienced an event of default caused by a failure of the Senior Class A Overcollateralization Ratio to be greater than or equal to the required amount set forth in Section 5.1(h) of the Indenture dated April 27, 2006. That event of default is continuing.

The rating actions taken reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the rating of Class A-1LA Notes issued by ACA ABS 2006-1, Ltd is on review for possible further action.

ACA ABS: Moody's Downgrades Ratings on Eight Note Classes---------------------------------------------------------Moody's Investors Service has downgraded and placed on review for possible further downgrade the ratings on these notes issued by ACA ABS 2007-3, Limited.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

"The outlook revision reflects our expectation that Activant's performance through the remainder of calendar year 2008 will be weaker than anticipated, primarily due to softening in the company's main customer verticals, emanating from a slowdown in the broader economy," said Standard & Poor's credit analyst Clay Ching. "As a result, we also believe the company's total leverage covenant cushion to be relatively tight, particularly in light of a step-down that will occur in the quarter ending Sept. 30, 2008."

Activant generated revenues of about $425 million through the 12-month period ended March 31, 2008, compared with $393 million in the prior year. However, the increase in revenues is solely attributable to acquisition-related sales in Activant's wholesale distribution segment, stemming from two purchases made in May and August 2007. Excluding acquisition-related sales, all three of the company's primary segments had moderately declining sales over the past two consecutive quarters, largely due to broader economic weakness. While Activant has thus far managed operating expenses to mitigate some of the pressure to its top line, operating margins have nevertheless exhibited a slight downward trajectory over the last four consecutive quarters to the lower end of the mid-20% area.

As of March 31, 2008, total operating lease-adjusted debt to EBITDA was 6.6x. As of March 31, 2008, Activant held approximately $50 million of cash on its balance sheet and had roughly $20 million available under its $40 million revolving credit facility.

Activant is a leading provider of business management software and solutions to the following vertical markets: retail hardlines and lumber, wholesale distribution, and automotive parts.

ACUSPHERE INC: Board Elects Not to Declare Quarterly Cash Dividend------------------------------------------------------------------The Board of Directors of Acusphere Inc. elected not to declare a quarterly cash dividend of $0.8125 per share on its 6.5% convertible exchangeable preferred stock that was otherwise payable on June 1.

In February 2005, Acusphere issued 900,000 shares of its Preferred Stock in a public offering. As of May 29, 2008, 650,000 of these shares of Preferred Stock remained outstanding. The Preferred Stock accrues a cumulative dividend at the annual rate of $3.25 per share, payable quarterly on the first day of March, June, September and December, as declared by the company's board of directors out of funds legally available therefor.

This is the second quarterly dividend that has not been declared and paid on the Preferred Stock. Under the terms of the Preferred Stock, the holders thereof shall be entitled to vote as a separate class to elect two directors if the Company has not paid the equivalent of six or more quarterly dividends, whether or not consecutive. These voting rights will continue until the company pays the full accrued but unpaid dividends on the Preferred Stock.

Based in Watertown, Massachussets, Acusphere, Inc. (NasdaqGM:ACUS) -- http://www.acusphere.com/-- a specialty pharmaceutical company, develops new drugs and formulations of existing drugs using its proprietary porous microparticle technology in the United States. Its porous microparticle technology enables to control the size and porosity of particles, including nanoparticles and microparticles. The company develops products in the areas of cardiology, oncology, and asthma. Its lead product candidate Imagify, a cardiovascular drug, is in Phase 3 clinical development for the detection of coronary artery disease. The company's products also include AI-850, a Phase 1 clinical trial completed product candidate that utilizes hydrophobic drug delivery system to improve the dissolution rate of a cancer drug; AI-128, a Phase 1 clinical study completed formulation of asthma drug. Acusphere was founded in 1993.

* * *

Deloitte & Touche LLP in Boston raised substantial doubt about theability of Acusphere, Inc., to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor pointed to the company's recurring losses from operations, negative cash flows from operations, and the projected funding needed to sustain its operations.

ASARCO LLC: Objects to Philippe Casgrain's $30 Million Claim------------------------------------------------------------ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to deny in its entirety the $30,000,000 general unsecured claim filed by Philippe Casgrain on March 14, 2007.

Jack L. Kinzie, Esq., at Baker Botts L.L.P, in Dallas, Texas, tells the Court that Mr. Casgrain alleges in the memorandum attached to the Claim that "[t]his is an action requiring defendants to account for $30,000,000 U.S. held by it in Bermuda for the benefit of Plaintiff 2858-0702 Quebec Inc., by a company called Geominerals and to be used to indemnify plaintiff against asbestos' claims." Mr. Kinzie adds that Mr. Casgrain also attached a document appearing to be a foreign court pleading. However, Mr. Kinzie says the document is in French and is indecipherable to the Debtors on its face. Moreover, the document is not properly authenticated in accordance with Rule 44(a)(2) of the Federal Rules of Civil Procedure.

Mr. Kinzie says the memorandum and attached document provide no information to allow a determination of whether the Claim is valid. He says Quebec Inc. has not filed a claim in the Debtors' bankruptcy cases.

Moreover, Mr. Kinzie asserts that the Debtors are not liable to the Claim in any amount. The Claim was filed on March 14, 2007, more than seven months after the August 1, 2006 Bar Date established by the Court.

Mr. Kinzie adds that no legal relationship exists between Mr. Casgrain and the Debtors that would allow Mr. Casgrain to assert a right to an accounting.

ASARCO LLC: Grupo Mexico Challenges Sale of Assets to Vedanta-------------------------------------------------------------Grupo Mexico S.A.B. de C.V., the parent of ASARCO LLC and its debtor-affiliates, said it will do "absolutely everything" in its power to block the sale of ASARCO LLC's assets to Vedanta Resources Plc's India-based subsidiary Sterlite Industries (India) Ltd., Reuters quoted ASARCO's parent company as saying.

The acquisition will be financed through a mix of debt and existing cash reserves, Sterlite said in a public statement. Assets included in the sale are three open-pit copper mines and a copper smelter in Arizona, a copper refinery, rod and cake plant, and precious metal plants in Texas.

Sterlite will assume ASARCO's operating liabilities but will not assume legacy liabilities for asbestos and environmental claims for ceased operations. In March 2007, ASARCO estimated that its asbestos liabilities range from $242,100,000 to $446,900,000. ASARCO also estimated that its environmental liabilities total more than $6,000,000,000 as of February 2007.

Grupo Mexico Undaunted

Grupo Mexico said it wanted to challenge the sale, saying that "it was denied key information that would have allowed it to properly value ASARCO," and that it is "willing to drag on the legal battle."

Days after the May 12 commencement of the auction process, Grupo Mexico, through its subsidiary, Asarco Incorporated, wanted to compel ASARCO LLC, Robert Pate as the Future Claims Representative, the U.S. Department of Justice, the Official Committee of Unsecured Creditors of the Asbestos Subsidiary Committee, and the creditor constituents, including the United Steelworkers Union, to produce documents relative to the bid procedures in connection with ASARCO LLC's Chapter 11 Plan Sponsor selection process.

The requested documents include all documents concerning the Successful Bidder, the bid and offers submitted by Grupo Mexico, the award of a break-up fee to the Successful Bidder, the consideration of all bids, the yield to ASARCO LLC's stakeholders of the sale of substantially all of the company's assets pursuant to the final bid of the Bidder, and the yield to ASARCO LLC's stakeholders pursuant to the terms of Grupo Mexico's Bid.

ASARCO LLC, the FCR, and the Asbestos Committee objected to Asarco Inc.'s motion to compel, asserting that Asarco Inc.'s document request combined with its public opposition to the entire plan process reveals its purpose to disrupt the plan sponsor selection process and chill the bidding to ensure that Asarco Inc. is the winning plan sponsor. "The production of most of the documents sought from the DOJ, the FCR, and the Asbestos Committee would negatively impact the value of the Debtors' estate," ASARCO LLC said.

The deal is still subject to the approval of the U.S. Bankruptcy Court for the Southern District of Texas. The Court will convene a hearing on June 12 and 13, 2008, to consider approval of Vedanta's bid. To top the stalking horse bid, an interested bidder will have to offer at least $75,000,000 more than the stalking horse's purchase price, Bloomberg News said.

Debtwire.com previously said that a vigorous bidding process for ASARCO could yield valuations as high as seven times the company's $584,000,000 EBITDA, garnering a price of about $4,100,000,000.

ASARCO LLC: Wants AlixPartners to Replace Trumbull as Claim Agent-----------------------------------------------------------------ASARCO LLC and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ AlixPartners LLP as its claims, noticing and balloting agent effective as of April 21, 2008.

James R. Prince, Esq., at Baker Botts, L.L.P, in Dallas, Texas, informs the Court that ASARCO's need to employ AlixPartners stems from Wells Fargo Bank's withdrawal from the bankruptcy market administration on April 8, 2008. Wells Fargo is the parent of Trumbull Group, LLC, ASARCO's official claims, noticing and balloting agent. Trumbull's withdrawal prompted ASARCO to solicit bids from claims, noticing and balloting agents to replace Trumbull from which AlixPartners was selected by the Debtors.

In late 2007, the Debtors and AlixPartners entered into an agreement for AlixPartners to provide certain financial advisory and consulting services for the Debtors, including evaluating proofs of claim, analyzing claims and preparing a report evaluating overall liability and claims exposure.

ASARCO has chosen AlixPartners to replace Trumbull as claims, noticing and balloting agent because AlixPartners has:

-- already performed substantial services for ASARCO and is familiar with the Debtors, their business, the key parties in their Chapter 11 cases and the types of claims being asserted against the Debtors;

-- experience working with Trumbull claims database;

-- provided a competitive proposal for claims, noticing and balloting agent services and has agreed to waive certain charges in connection with the transfer of the services from Trumbull to AlixPartners; and

-- AlixPartners is well-positioned to provide the services, has extensive experience in this area and has handled a number of other large bankruptcy cases.

As claims, noticing and balloting agent, AlixPartners will:

(a) serve as notice agent to mail notices to certain of the estates' creditors and other parties-in-interest;

(c) provide expertise, consultation and assistance in connection with claim and ballot processing and the dissemination of other administrative information related to the Debtors and their Chapter 11 cases.

For its services, ASARCO will pay AlixPartners based on its hourly rates:

Meade Monger, managing director at AlixPartners, LLP, assures the Court that his firm does not have any interest adverse to ASARCO or its estates, and is a "disinterested person" as the term is defined in Section 101(14) of the U.S. Bankruptcy Code, modified by Section 1107(b).

AUTO UNDERWRITERS: March 31 Balance Sheet Upside-Down by $4.9MM---------------------------------------------------------------Auto Underwriters of America Inc.'s consolidated balance sheet at March 31, 2008, showed $16,150,630 in total assets and $21,073,001 in total liabilities, resulting in a $4,922,371 total stockholders' deficit.

The company reported net income of $35,829, on sales of $7,219,449, for the third quarter ended March 31, 2008, compared with a net loss of $877,285, on sales of $3,557,413, in the same period ended March 31, 2007.

Total sales increased $3,662,036 for the three month period ended March 31, 2008, compared to the corresponding prior period principally as a result of the company using its newly acquired floor plan facility and the direct inventory purchasing program with area wholesalers. The increased inventory has resulted in increased sales.

Nine Month Results

Total sales increased to $13,371,455 for the nine month period ended March 31, 2008, compared to $6,229,008 for the corresponding prior period principally as a result of a the use of the floor plan and the direct wholesale inventory purchase program which allowed the company to purchase more vehicles for sale.

Net loss was $2,823,786 during the nine months ended March 31, 2008, compared with a net loss of $3,341,254 in the same period ended March 31, 2007.

Clancy and Co., P.L.L.C., in Phoenix, Arizona, expressed substantial doubt about Auto Underwriters of America Inc.'s financial statements for the year ended June 30, 2007. The auditing firm pointed to the company's recurring losses from operations and significant working capital deficiency.

Auto Underwriters has incurred recurring losses from operations in 2007 and 2006 and has an accumulated deficit of $20,844,244 as of March 31, 2008.

About Auto Underwriters

Based in San Jose, Calif., Auto Underwriters of America Inc. (OTC: ADWT) -- http://www.autounderwriters.com/-- is engaged in the sale and financing of used vehicles to credit impaired borrowers. It also provides automobile financing to the non-prime consumer market through the purchase and servicing of contracts originated by pre-approved automobile dealers.

BANC OF AMERICA: Moody's Issues Rating Actions on 16 Note Classes-----------------------------------------------------------------Moody's Investors Service upgraded the ratings of three classes and affirmed the ratings of 13 classes of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2002-PB2 as:

Moody's is upgrading Classes C, D and E due to increased defeasance and credit support and overall stable pool performance.

As of the May 12, 2008 distribution date, the transaction's aggregate certificate balance has decreased by approximately 20.2% to $897.2 million from $1.1 billion at securitization. The Certificates are collateralized by 102 loans ranging in size from less than 1.0% to 8.5% of the pool, with the 10 largest loans representing 40.5% of the pool. The pool includes one loan with an investment grade underlying rating, representing 4.7% of the pool. Twenty-three loans, representing 22.7% of the pool, have defeased and are secured by U.S. Government securities.

Seven loans have been liquidated from the pool, resulting in an aggregate realized loss of approximately $17.0 million. Currently there are no loans in special servicing. Twenty-three loans, representing 19.1% of the pool, are on the master servicer's watchlist. The watchlist includes loans which meet certain portfolio review guidelines established as part of the Commercial Mortgage Securities Association monthly reporting package. As part of Moody's ongoing monitoring of a transaction, Moody's reviews the watchlist to assess which loans have material issues that could impact performance. Not all loans on the watchlist are delinquent or have significant issues.

Moody's was provided with full year 2006 and partial or full year 2007 operating results for 98.8% and 85.2% of the pool, respectively. Moody's weighted average loan to value ratio for the conduit component is 83.4% compared to 83.6% at Moody's last full review in February 2007 and 89.8% at securitization.

The loan with an underlying rating is the Town Center East Loan ($41.91 million - 4.7%), which is secured by the fee interest in six land parcels in Foster City, California. The parcels are located in Metro Center, a 100 acre mixed use development containing office, retail, residential and hotel. The parcels are improved with 676,000 square feet of Class A office space and 98,700 square feet of retail space. All of the parcels are subject to long-term ground leases. Moody's current underlying rating is A2, the same as at last review.

The top three non-defeased conduit loans represent 16.4% of the outstanding pool balance. The largest conduit loan is the Regency Square Mall Loan ($76.2 million - 8.5%), which is secured by the borrower's interest in a 780,000 square foot regional mall located in Richmond, Virginia. At securitization this loan had an investment grade underlying rating but is now treated as part of the conduit component due to a decline in performance. The center is anchored by Macy's, which operates two stores, Sears and J.C. Penney. The property had been the dominant middle market mall serving the Richmond MSA but its recent performance has been impacted by competition from two high-end centers which have opened since securitization.

As of February 2008, in-line occupancy was 100.0%, the same as at last review. However, despite the stable occupancy, rental rates have declined since securitization in response to a competitive retail environment and operating expenses have increased. The loan sponsor is Taubman Centers, Inc. Moody's LTV is 104.6% compared to 101.2% at last review.

The second largest conduit loan is the MICC Adler Portfolio Loan ($40.7 million - 4.5%), which is secured by a portfolio of 15 buildings located within the Miami International Commerce Center in Miami, Florida. The portfolio totals 627,000 square feet and consists of eight Class B office buildings, five office/flex/warehouse properties and two single tenant retail buildings. The overall occupancy of the portfolio was 83.1% as of January 2008 compared to 86.6% at last review and 91.6% at securitization. Property performance has been impacted by a decline in revenues and increased operating expenses. The loan matures in September 2008. Moody's LTV is 107.8% compared to 100.5% at last review.

The third largest conduit loan is the 84 William Street Loan ($30.7 million - 3.4%), which is secured by a 121-unit multifamily property located in the Financial District of New York City. The property is used for student housing and is master leased to the New School University through August 2011. Performance has improved due to contractual annual rent increases, the strengthening of the New York City apartment rental market and amortization. Moody's LTV is 66.1% compared to 86.1% at last review.

B&D FOOD: Schwartz Levitsky Expresses Going Concern Doubt---------------------------------------------------------Schwartz Levitsky Feldman LLP raised substantial doubt on the ability of B&D Food Corp. to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor pointed to the company's substantial working capital deficiency and stockholders' deficit.

The company posted a net loss of $5,242,158 on total revenues of $78,757 for the year ended Dec. 31, 2007, as compared with a net loss of net loss of $3,577,524 on total revenues of $277,528 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,747,300 in total assets and $21,077,636 in total liabilities, resulting in $19,330,336 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also showed strained liquidity with $27,077 in total current assets available to pay $19,877,127 in total current liabilities.

B&D Food Corp. (BDFC.OB) -- http://www.bdfcorp.com-- acquires, organizes, develops, and upgrades companies in the food industry, with a focus on the coffee industry. The company, through its subsidiary, BDFC Brazil Alimentos LTDA (BDFC), owns a manufacturing facility in San-Paulo, Brazil, that produces and packages various kinds of coffee, such as instant, ground, and roasted coffee, as well as various related beverages, such as cappuccinos, chocolate drinks, and teas. BDFC offers instant and ground-roasted coffee in south Brazil and eastern Europe under the brands Brazilian Best, Samba Cafe, Torino, and Vivenda. B&D also intends to acquire various companies in the coffee market in Brazil and Europe. The company was founded in 1995 and is based in New York, New York.

BCE INC: Allowed to Appeal Order Rejecting Privatization--------------------------------------------------------BCE Inc. said that the Supreme Court of Canada has granted its applications for leave to appeal the Quebec Court of Appeal's decision of May 21, 2008, rejecting the company's privatization under a plan of arrangement.

The Supreme Court also granted BCE's motion to expedite the hearing. As ordered by the Court, the appeal will therefore be heard on June 17, 2008, at 9:00 a.m.

The Court has also set these timeline for the related filings:

* The appellants' factums, record and book of authorities to be served and filed by June 6, 2008;

* Any applications for leave to intervene to be served and filed by June 6, 2008;

* The respondents' factums on the appeal of BCE and the respondents' cross-appeal, records and books of authorities to be served and filed by June 10, 2008;

* The interveners' factums to be served and filed by June 10, 2008;

* The appellants' factums on the cross-appeal to be served and filed by June 12, 2008.

As reported by the Troubled Company Reporter on May 23, 2008, the Committee comprising certain institutional holders of 1997Bell Canada debentures have succeeded in suspending a proposedplan of arrangement under which BCE would have been acquired by aconsortium led by the Ontario Teachers' Pension Plan when theQuebec Court of Appeal issued its judgment rejecting the plan ofarrangement.

Committee members objected to the proposed plan of arrangementbecause they believed it was unfair to debenture holders. Theproposed plan would have forced Bell Canada, the BCE subsidiary inwhich committee members hold bonds, to guarantee $34 billion inloans that the purchaser would have incurred to purchase theshares of BCE. Committee members believed that Bell would receivenothing in return for guaranteeing that debt. The proposed planhad already led to a dramatic decrease in the market value ofthe bonds and had led some credit agencies to downgrade the bonds'status from investment grade to junk bond status.

In rejecting the plan of arrangement, the Court of Appeal foundthat the BCE board had failed to consider the interests of thedebenture holders as they were bound to do under Canadian law.Instead, the BCE board acted on the assumption that they had anoverriding duty to shareholders which was wrong in law.

About BCE

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --http://www.bce.ca/-- is a communications company, providing comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada and an interest in CTVglobemedia.

Bell Canada -- http://www.bell.ca/-- is a wholly owned subsidiary of BCE Inc. Bell offers integrated information and communications technology services to businesses and governments, and is the Virtual Chief Information Officer to small and medium businesses.

* * *

As reported in the Troubled Company Reporter on Dec. 14, 2007,Standard & Poor's Ratings Services kept its ratings on BCE Inc.and its related entities on CreditWatch with negativeimplications, pending the completion of the company's leveragedbuyout by a consortium of private equity investors led by TeachersPrivate Capital as announced on June 30, 2007. As a result of theproposed LBO, S&P expect reported debt to increase to about C$37billion from about C$10 billion at Sept. 30, 2007.

BEACH LANE: Eyya Realty to Request Lifting of Stay on June 12-------------------------------------------------------------IAB Management Inc., on behalf of creditor Eyya Realty Corp., said it intends to ask the Hon. Stuart M. Bernsetin of the U.S. Bankruptcy Court for the Southern District of New York to lift the automatic stay relating to Eyya's interest in a real property commonly known as 72-74 Beach Lane, in Westhampton Beach, New York owned by Beach Lane Estate Corp. Based on the court document, Eyya intends to pursue a different relief as may seem just, proper and equitable. Eyya said it will present its request on June 12, 2008, at 10:00 a.m.

Headquartered in New York City, Beach Lane Estate Corp. owns andmanages real estate. The Debtor filed for Chapter 11 protectionon April 10, 2008, (Bank. S.D. N.Y. Case No.: 08-11296). Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky LLP represents the Debtor in its restructuring efforts. The Debtor related that no receiver, trustee or examiner has been appointed nor have any official committees been appointed in this case. When the Debtor filed for protection from its creditors, it has estimated assets and debts of $1 million to $100 million.

BFC GENESEE: Moody's Downgrades Ratings on Five Classes of Notes----------------------------------------------------------------Moody's Investors Service has downgraded and left on review for possible further downgrade the ratings on these notes issued by BFC Genesee CDO Ltd:

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

BILTMORE CDO: Moody's Downgrades Ratings of Six Classes of Notes----------------------------------------------------------------Moody's Investors Service has downgraded the ratings of six classes of notes issued by Biltmore CDO 2007-1, Ltd., and left on review for possible further downgrade rating of one of these classes of notes as:

Biltmore CDO 2007-1, Ltd. is a collateralized debt obligation backed primarily by a portfolio of Structured Finance securities. On Feb. 7, 2007 the transaction experienced an event of default caused by a failure of the Class A Sequential Pay Ratio to be greater than or equal to the required amount set forth in Section 5.1(i) of the Indenture dated July 26, 2007. That event of default is continuing.

The rating actions taken reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the rating of Class A-1 Notes issued by Biltmore CDO 2007-1, Ltd is on review for possible further action.

BLUE HERON FUNDING: Moody's to Review Ratings for Likely Cut------------------------------------------------------------Moody's Investors Service downgraded and left on review for possible further downgrade the ratings on these notes issued by Blue Heron Funding VII Ltd.:

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

BLUE STONE: Files Schedules of Assets and Liabilities-----------------------------------------------------Blue Stone Real Estate Construction & Corp. delivered to the United States Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing:

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

BONIFACIUS LIMITED: Moody's Cuts Ratings on Eight Classes of Notes------------------------------------------------------------------Moody's Investors Service has downgraded the ratings of eight classes of notes issued by Bonifacius, Limited, and left on review for possible further downgrade the rating of two classes of notes as:

Bonifacius, Limited is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On Jan. 24, 2008, the transaction experienced an event of default caused by a failure of the Class A Principal Coverage Ratio to be greater than or equal to the required amount set forth in Section 5.1(h) of the Indenture dated July 27, 2007. That event of default is continuing. Also, Moody's has received notice from the Trustee that it has been directed by a majority of the controlling class to declare the principal of and accrued and unpaid interest on all the Senior Notes to be immediately due and payable.

The rating actions taken reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the rating of Class A-1M Notes and Class A-1Q Notes issued by Bonfacius, Limited is on review for possible further action.

BRODERICK CDO: Moody's Cuts Ratings on Four Classes of Notes------------------------------------------------------------Moody's Investors Service has downgraded ratings of four classes of notes issued by Broderick CDO 2 Ltd., and left on review for possible further downgrade the rating of three of these classes of notes. The notes affected by the rating action are:

The rating actions reflect deterioration in the credit quality of the underlying portfolio, as well as the occurrence, as reported by the Trustee on Feb. 27, 2008, of an event of default caused by a failure of the Class A Sequential Pay Ratio to be greater than or equal to 100 per cent pursuant Section 5.01(i) of the Indenture dated Sept. 1, 2006.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of certain Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. The rating downgrades taken reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality of the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued by certain Noteholders following the event of default. Because of this uncertainty, the ratings assigned to Class A-1 AD Notes, Class A-1 AT Notes and Class A-1B Notes remain on review for possible further action.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

CAIRN MEZZ: Moody's Cuts Rating on $37.5MM Notes to Ca------------------------------------------------------Moody's Investors Service has downgraded and left on review for possible further downgrade the ratings on these notes issued by Cairn Mezz ABS CDO II Limited.

Cairn Mezz ABS CDO II Limited is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On Jan. 31, 2008 the transaction experienced an event of default caused by a failure of the Class A Overcollateralization Ratio to be greater than or equal to the required amount set forth in Section 5.1(i) of the Indenture dated Nov. 9, 2006. That event of default is continuing. Also, Moody's has received notice from the Trustee that it has been directed by a majority of the controlling class to declare the principal of and accrued and unpaid interest on the Notes to be immediately due and payable.

The rating actions taken reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the rating of Class A1-VF, Class A2A and Class A2B Notes issued by Cairn Mezz ABS CDO II Limited is on review for possible further action.

CAIRN MEZZ: Poor Credit Quality Cues Moody's Rating Downgrades--------------------------------------------------------------Moody's Investors Service has downgraded and left on review for possible downgrade the ratings on these notes issued by Cairn Mezz ABS CDO I PLC:

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

CAIRN MEZZ: Moody's Cuts Ratings of Several Note Classes --------------------------------------------------------Moody's Investors Service downgraded the ratings of six classes of notes issued by Cairn Mezz ABS CDO IV, Ltd., and left on review for possible further downgrade rating of one of these classes of notes as:

Cairn Mezz ABS CDO IV, Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On February 27, 2008 the transaction experienced an event of default caused by a failure of the Senior Credit Test to be greater than or equal to the required amount set forth in Section 5.1(h) of the Indenture dated May 30, 2007. That event of default is continuing. Also, Moody's has received notice from the Trustee that it has been directed by a majority of the controlling class to declare the principal of and accrued and unpaid interest on the Notes to be immediately due and payable.

The rating actions taken today reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the rating of Class A1S Notes issued by Cairn Mezz ABS CDO IV, Ltd. is on review for possible further action.

CAPITAL BUILDERS: Tumbles Into Bankruptcy Citing Falling Sales--------------------------------------------------------------Raleigh, North Carolina-based Capital Builders LLC, which is into the modular home and window and siding business since 1993, filed Chapter 11 protection before the U.S. Bankruptcy Court for the Eastern District of North Carolina on May 20, 2008, Raleigh's The News & Observer reports.

Co-owner Pam Dickerson said filing for Chapter 11 protection was the only way to stay in operation while the company develops a new niche -- building churches, the report adds.

According to Dudley Price at News & Observer, Ms. Dickerson said a big supply of houses on the market -- boosted by record foreclosures -- caused falling sales since 2006.

"We have no assets and liabilities of $300,000. There are so many houses built and foreclosures I can't compete," Mr. Price quotes Ms. Dickerson, who has a partner and one employee in the company, as saying.

The report says Capital Builders is facing a $189,371 suit by suppliers and investors for unpaid debt.

Capital Builders LLC filed for chapter 11 bankruptcy protection.

In its bankruptcy filing, Capital Builders disclosed between $0 to $50,000 in estimated assets, and $100,001 to $500,001 in total debts.

At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $1,453,397 in total current assets available to pay $13,417,582 in total current liabilities.

The company reported a net loss of $1,011,136 on revenue of $3,816,505 for the first quarter ended March 31, 2008, compared with a net loss of $1,218,143 on revenue of $4,158,826 in the same period in 2007.

Friedman LLP, in East Hanover, N.J., expressed substantial doubt about Cargo Connection Logistics Holdings Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's losses from operations, negative cash flows from operating activities, negative working capital and stockholders' deficit.

About Cargo Connection

Headquartered in Inwood, N.Y., Cargo Connection Logistics Holding, Inc. (OTC BB: CRGO) -- http://www.cargocon.com/-- through its subsidiaries Cargo Connection Logistics Corp. and Cargo Connection Logistics - International Inc., is a transportation logistics provider for shipments imported into and exported out of the United States, with service areas throughout the United States and North America.

Cargo Connection Logistics Corporation announced on May 13, 2008, that it was acquired by Pacer Logistics LLC, a wholly owned subsidiary of Pacer Health Corporation.

Cargo said the acquisition will allow the company to expand its current service offering of warehousing, trucking and air freight, and distribution and logistics services throughout the United States and to its international clientele.

CARGO CONNECTION: Friedman Raises Going Concern Doubt -----------------------------------------------------Friedman LLP, in East Hanover, New Jersey, raised substantial doubt on the ability of Cargo Connection Logistics Holding, Inc. to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor notes that the company has reported losses from operations, negative cash flows from operating activities, negative working capital and has a stockholders' deficit.

Default on Montgomery Debentures

Pursuant to a Securities Purchase Agreement, dated Dec. 28, 2005, the company issued a $1,750,000 secured convertible debenture to Montgomery with an interest rate of 10% per annum and a maturity date of Dec. 28, 2007. The First Montgomery Debenture is convertible into shares of common stock. The First Montgomery Debenture is secured by substantially all of the assets of the Company. Simultaneously with the issuance of the First Montgomery Debenture, the company issued to Montgomery a three-year warrant to purchase 2,000,000 shares of common stock at an exercise price of $0.001 per share, which is exercisable immediately. The Montgomery Warrant was valued at $2,394,000 using a Black-Scholes option pricing model. Also in connection with the issuance of the First Montgomery Debenture, the company paid Montgomery a fee of $135,000. The value of the Montgomery Warrant and the fees paid to Montgomery were recorded as a discount to the First Montgomery Debenture and are being amortized over the term of the First Montgomery Debenture using the effective interest method.

As of Dec. 31, 2007, the company was obligated under a Registration Rights Agreement with Montgomery to have filed and declared effective a Securities Act registration statement registering for resale the shares issuable upon conversion of outstanding debentures held of record by Montgomery and in the outstanding aggregate principal amount of $2,210,000 at the date.

The Registration Rights Agreement contains liquidated damages provisions relating to the failure of the registration statement to become effective by a specified date. The registration statement was not declared effective by the specified date. The company has previously accrued an aggregate $1,030,540 with respect to the liquidated damages provisions. The total maximum liquidated damage liability cannot be determined until the registration statement is declared effective. The registration statement which the company previously filed was withdrawn with the consent of Montgomery. Subsequently, the company failed to file another registration statement by the required date.

Currently, the debentures have matured and the company owes the principal plus accrued interest. Additionally, the company is in default of its obligation under a Registration Rights Agreement and additional liquidating damages are due. In addition, the Montgomery Debentures have matured and have not been repaid.

Result of Operations

The company incurred a net loss of approximately $1,109,847 for the year ended Dec. 31, 2007, as compared with a net loss of $5,865,325 for the year ended Dec. 31, 2006. Revenues reported for the year ended Dec. 31, 2007, were $17,212,765, compared to $17,927,544 reported during the previous fiscal year.

As a result of its recurring losses, the company has an accumulated deficit of $15,605,199 and stockholders' deficit of $10,957,094 and expects that it will incur additional losses in the immediate future. The company's balance sheet showed strained liquidity with $1,723,672 in total current assets available to pay $11,856,654 in total current liabilities. Total assets stood at $3,570,990 and total liabilities stood at $13,430,388 as of Dec. 31, 2007.

Cash used for operating activities totaled $138,733 for the year ended Dec. 31, 2007, much lower than the $1,982,558 used for operations during the previous fiscal year.

Cargo Connection Logistics Holding Inc., formerly Championlyte Holdings Inc. (OTC BB: CRGO.OB) -- http://www.cargocon.com/-- provides logistics solutions for partners through its network of branch locations and independent agents in North America. Its target base ranges from mid-sized to Fortune 100TM companies. The company operates through its network of terminals and transportation services and predominately as a non-asset based transportation provider of truckload and less-than-truckload transportation services. The company also provides logistics services, which include U.S. Customs Bonded warehouse facilities, container freight station operations, and a General Order warehouse operation, which the company began to operate in the latter part of the second quarter of 2006.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

CORNERSTONE MINISTRIES: Can Hire Ultra Properties as Asset Broker-----------------------------------------------------------------The United States Bankruptcy Court for the Northern District of Georgia gave Cornerstone Ministries Investment Inc. permission to employ Ultra Properties LLC as its real estate broker.

Ultra Properties is to market and negotiate the sale of the Debtor's property located at Pine Creek Commons Office, 2450 Atlanta Highway, Building No. 900, Suite 901-904 in Cumming City, Georgia. The Debtor agrees to sell the property for $709,900 in cash.

The Debtor agrees to pay 10% commission of the purchase price to Ultra Properties.

Lisa W. Moulder, broker and partner of the firm, assures the Court that the firm does not hold any interest adverse to the Debtor's estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code.

About Cornerstone Ministries

Headquartered in Cumming, Georgia, Cornerstone MinistriesInvestments Inc. -- http://www.cmiatlanta.com/-- is engaged in financing the acquisition and development of facilities for use bychurches, faith-based or non-profit organizations and for-profitorganizations. The company offers development, construction,bridge and interim loans, usually due within one to three years. The company makes loans to four distinct groups of borrowers,including churches, senior housing facilities, family housingdevelopment projects and daycare/faith-based schools.

The company filed for Chapter 11 protection on Feb. 10, 2008 (N.D.Ga. Case No. 08-20355). J. Robert Williamson, Esq., at Scrogginsand Williamson, represents the Debtor. The Debtor selected BMCGroup Inc. as claims, noticing and balloting agent. The U.S. Trustee for Region 21 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. Dennis J. Connolly, Esq., Matthew W. Levin, Esq., and William S. Sugden, Esq., atAlston & Bird LLP, represent the Committee in this case. When theDebtor filed for protection from its creditors, it listed assetswas $159,118,892 and debts of $153,847,984.

* * *

The Debtor reported an opening cash balance of $223,168 and aclosing cash balance of $256,014 for the period March 1, 2008until March 31, 2008, according to its monthly financial report.

CORNERSTONE MINISTRIES: Has Until September 8 to File Ch. 11 Plan-----------------------------------------------------------------The United States Bankruptcy Court for the Northern District of Georgia further extended the exclusive periods of Cornerstone Ministries Investments Inc. to:

a) file a Chapter 11 plan until Sept. 8, 2008; and

b) solicit acceptances of that plan until Nov. 7, 2008.

The Debtor tells the Court that it has yet to file or proposea Chapter 11 plan of reorganization. The Debtor is presently evaluating its funding requirements and negotiating with several lenders to provide financing to maintain its business operations.

Due to the complexity of its case, the Debtor requires sufficient time to formulate a Chapter 11 plan and disclosure statement describing the plan for the benefit of its creditors.

The Debtor's exclusive period to file a Chapter 11 plan will expire on June 9, 2008.

About Cornerstone Ministries

Headquartered in Cumming, Georgia, Cornerstone MinistriesInvestments Inc. -- http://www.cmiatlanta.com/-- is engaged in financing the acquisition and development of facilities for use bychurches, faith-based or non-profit organizations and for-profitorganizations. The company offers development, construction,bridge and interim loans, usually due within one to three years. The company makes loans to four distinct groups of borrowers,including churches, senior housing facilities, family housingdevelopment projects and daycare/faith-based schools.

The company filed for Chapter 11 protection on Feb. 10, 2008 (N.D.Ga. Case No. 08-20355). J. Robert Williamson, Esq., at Scrogginsand Williamson, represents the Debtor. The Debtor selected BMCGroup Inc. as claims, noticing and balloting agent. The U.S. Trustee for Region 21 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. Dennis J. Connolly, Esq., Matthew W. Levin, Esq., and William S. Sugden, Esq., atAlston & Bird LLP, represent the Committee in this case. When theDebtor filed for protection from its creditors, it listed assetswas $159,118,892 and debts of $153,847,984.

* * *

The Debtor reported an opening cash balance of $223,168 and aclosing cash balance of $256,014 for the period March 1, 2008until March 31, 2008, according to its monthly financial report.

DEN-MARK CONSTRUCTION: Gets 2nd Interim OK to Use Cash Collateral-----------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of North Carolina gave Den-Mark Construction Inc. and its debtor-affiliates a second interim approval to use cash collateral securing their obligation to Regions Bank.

The Debtor executed a promissory note, dated May 16, 2005, with Regions Bank to finance the construction on lots in the Wedgefield subdivision in Johnston County, North Carolina. The note is secured by first priority deeds of trust on the Wedgefield property.

The Debtor presently has contracts to sell on home in Wedgefield on June 2008, which is the subject of a pending motion for authority to sell property free and clear of liens.

The proceeds generated from sales of the lot constitute cash collateral of Regions Bank. The Debtor has requested that Regions Bank consent to the use of the lot proceeds remaining after payment to the bank of the adequate protection payments.

As adequate protection to the creditor, the Court ordered that upon closing of a sale, the Debtor will immediately pay Regions Bank no less than (i) $150,299, which includes principal, interest and other costs, and (ii) per diem interest of $21 from and after May 16, 2008, until closing date.

The Court also ordered the Debtor to maintain several debtor-in-possession bank accounts into which it will deposit cash, checks, and other cash items including retained proceeds.

Based on the second interim order, it appears that Regions Bank is the only creditor asserting cash collateral interest in the lot proceeds.

The Court is set to hear the matter on June 26, 2008, at 10:00 a.m.

Debtors' Motion

In its motion to use cash collateral, the Debtors disclosed that it executed several promissory notes to various banks.

A. Wachovia

The Debtors executed a promissory note with Wachovia to finance the construction on lots in these subdivisions: Barham Place, Arbor Creek, Farmington, Glen Oaks, Hunstone, Pigeon Point, Rivers Edge, and Tanager Farms. The note is secured by a first priority deed of trust on the properties.

B. SunTrust Bank

The Debtors executed promissory notes with SunTrust Bank to finance the construction on lots in these subdivisions: Old Fields, Pigeon Point, Radcliff, Rivers Edge, and Winston Ridge. The notes are secured by first priority deeds of trust on the properties.

C. Capital Bank

The Debtors executed promissory notes with Capital Bank to finance the construction on lots in these subdivisions: Glen Oaks, Ironwood, and Legacy. The notes are secured by first priority deeds of trust on the properties.

D. Regions Bank

The Debtors executed promissory notes with Regions Bank to finance the construction on lots in these subdivisions: Old Field, Legacy, Portofino, Radcliffe, Tanager Farms, and Wedgewood. The note is secured by first priority deeds of trust on the properties.

E. Stock Construction

The Debtors executed promissory notes with Stock Construction Finance to fund the construction on lots in these subdivisions: Rivers Edge, Barham Place, Pigeon Point, and Winston Ridge. The notes are secured by first priority deeds of trust on the properties.

F. Union Bank

The Debtors executed promissory notes with Union Bank to finance the construction on lots in these subdivisions: Huntstone, Southerby, Tanager Farm, and Winston Ridge. The notes are secured by first priority deeds of trust on the properties.

G. First Horizon

The Debtors executed promissory notes with First Horizon to finance the construction on lots in these subdivisions: Rivers Edge and Ironwood. The notes are secured by first priority deeds of trust on the properties.

H. TierOne Bank

The Debtors executed promissory notes with TierOne Bank to finance the construction on lots in these subdivisions: Barham Place, Durham Lots, Hidden Lake, Winston Patio, and Tanager Farms. The notes are secured by first priority deeds of trust on the properties. TierOne also filed a financing statement taking a security interest in all fixtures, equipment, and accouns owned by the Debtors.

About Den-Mark Construction

Youngsville, North Carolina-based Den-Mark Construction, Inc. constructs single-family houses. It filed its chapter 11 petition on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766); Marcus Edwards Development, LLC (08-02768); and M&D Development, LLC (08-02769). Judge Randy D. Doub presides over the case. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents the Debtors in their restructuring efforts. The Debtors listed total assets of $44,810,901 and total liabilities of $34,537,937, when they filed for bankruptcy. A committee for unsecured creditors has not been appointed in the case.

DEN-MARK CONSTRUCTION: Relationship with Affiliates Questioned--------------------------------------------------------------Bankruptcy Administrator Marjorie K. Lynch asked the U.S. Bankruptcy Court for the Eastern District of North Carolina to review the motion filed by Den-Mark Construction Inc. and its debtor-affiliates to employ Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. as their counsel. The Administrator wanted the Court to determine if each of the Debtors can be represented by the same counsel, given their intercompany relationships as debtor-affiliates and creditors.

The Administrator said that after reviewing the Debtors' schedules, it is evident that there have been numerous intercompany transactions among all four related debtors. Pursuant to an affidavit by the firm:

-- Den-Mark Construction Inc. is a creditor of Den-Mark Homes SC Inc., Marcus Edwards Development LLC, and M&D Development LLC in the amount of $1,927,627;

-- M&D Development is a creditor of Den-Mark Construction and Den-Mark Homes in the amount of $821,471; and

-- Marcus Edwards is a creditor of Den-Mark Homes and M&D Development in the amount of $1,316,009.

Therefore, the Administrator said that it appears that Den-Mark Homes is the only entity that is not a creditor of any of the other Debtors.

Debtors Want Stubbs & Perdue as Counsel

The Debtors have asked the Court for permission to hire Stubbs & Perdue as their counsel. They have assured the Court that the firm does not represent an interest adverse to the estates.

The Debtors wish to retain Trawick H. Stubbs, Jr. and Stubbs & Perdue to represent and assist them in carrying out their duties under the provisions of Chapter 11 of the Bankruptcy Code. The Debtors wish to retain Trawick H. Stubbs, Jr. and Stubbs & Perdue to represent the estates generally throughout the administration of the Chapter 11 proceedings.

Intercompany Claims Exist

The firm acknowledged that based on a review of the Debtors' financial information, intercompany claims exist. The firm added that it received retainers from the Debtors: (i) $25,000 from Den-Mark Construction; (ii) $6,250 from Youngsville Management Company, on behalf of Den-Mark Homes; (iii) $6,250 from Youngsville on behalf of Marcus Edwards; and (iv) $6,250 from Youngsville on behalf of M&D Development.

The firm can be reached at:

Stubbs & Perdue PA 310 Craven Street, PO Box 1654 New Bern, NC 28563

About Den-Mark Construction

Youngsville, North Carolina-based Den-Mark Construction, Inc. constructs single-family houses. It filed its chapter 11 petition on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766); Marcus Edwards Development, LLC (08-02768); and M&D Development, LLC (08-02769). Mark E. Dowdy and David Dennis Cyrus are the sole shareholders and officers of each of the four debtors. Judge Randy D. Doub presides over the case. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents the Debtors in their restructuring efforts. The Debtors listed total assets of $44,810,901 and total liabilities of $34,537,937, when they filed for bankruptcy. A committee for unsecured creditors has not been appointed in the case.

DEN-MARK CONSTRUCTION: Files Schedules of Assets and Liabilities----------------------------------------------------------------Den-Mark Construction Inc. and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the Eastern District of North Carolina their schedules of assets and liabilities, disclosing:

DIXIE GROUP: S&P Withdraws Ratings at Company's Request-------------------------------------------------------Standard & Poor's Ratings Services withdrew its 'B+' corporate credit rating on The Dixie Group Inc. per the company's request. The 'B-' subordinated debt rating and '6' recovery ratings were also withdrawn. There was about $17 million remaining balance on the subordinated debt at March 29, 2008.

Moody's is upgrading Classes B-2 and B-3TB due to increased credit support and overall stable pool performance.

As of the May 15, 2008 distribution date, the transaction's aggregate certificate balance has decreased by approximately 91.3% to $57.4 million from $661.9 million at securitization. The Certificates are collateralized by 7 mortgage loans ranging in size from 1.6% to 46.3% of the pool, with the top 3 loans representing 80.6% of the pool.

Eleven loans have been liquidated from the pool, resulting in an aggregate realized loss of approximately $32.7 million. Currently there are no loans in special servicing. Three loans, representing 17.9% of the pool, are on the master servicer's watchlist. The watchlist includes loans which meet certain portfolio review guidelines established as part of the Commercial Mortgage Securities Association monthly reporting package. As part of Moody's ongoing monitoring of a transaction, Moody's reviews the watchlist to assess which loans have material issues that could impact performance.

Moody's was provided with full-year 2006 and partial year 2007 operating results for 100.0% of the pool. Moody's weighted average loan to value ratio is 67.9% compared to 66.1% at Moody's last full review in June 2007 and 93.2% at securitization.

The top three loans represent 80.6% of the outstanding pool balance. The largest loan is the West Ridge Loan ($24.2 million -- 46.3%), which is secured by a 260,000 square foot power center located in Minnetonka, Minnesota. The center was 100.0% leased as of September 2007, the same as at last review. Major tenants include Dick's Sporting Goods, Bed Bath and Beyond, Michael's and Staples. At securitization the loan was crossed with the West Ridge Market TIF Loan which was collateralized by a tax increment financing note from the City of Minnetonka. The TIF loan had a 10-year term and has repaid in full. Moody's LTV is 59.3% compared to 65.0% at last review.

The second largest loan is the Fox River Commons Shopping Center Loan ($11.7 million -- 22.4%), which is secured by a 222,175 square foot retail center located in Naperville, Illinois. The center was 100.0% occupied as of September 2007, the same as at last review. Major tenants include Michael's Market, Bed Bath and Beyond and Office Depot. Moody's LTV is 57.0% compared to 58.5% at last review.

The third largest loan is the 70-50 Austin Street Loan ($6.3 million -- 11.9%), which is secured by a 51,200 square foot mixed use property located in Queens, New York. The property was 100.0% occupied as of December 2007, the same as at last review. The property is tenanted by small space users on short term leases. Moody's LTV is 52.7% compared to 50.3% at last review.

A unique feature of this transaction is the use of excess spread from a portion of the Class S to hyper-amortize Classes B-2TB and B-3TB. Class B-3OC had a zero principal balance at securitization but its principal balance accreted over time in the amount of the principal pay downs applied to Classes B-2TB and B-3TB up to a maximum amount of $36.4 million. Class B-2TB has been repaid in full (original balance $21,800,000) and approximately $9.5 million of Class B-3TB (original balance $16.6 million) has been repaid while the balance of Class B-3OC has increased to the $36.4 million limit from $0 at securitization.

DUKE FUNDING: Moody's Downgrades Ratings on Five Note Classes-------------------------------------------------------------Moody's Investors Service has downgraded and placed on review for possible further downgrade the ratings on these notes issued by Duke Funding High Grade VI, Ltd.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

EDISON MISSION: Fitch Holds 'BB-' Issuer Default Rating-------------------------------------------------------Fitch Ratings has affirmed the Issuer Default Ratings of Edison International and its core electric utility subsidiary, Southern California Edison at 'BBB-' and 'A-', respectively. At the same time, Fitch has affirmed the IDRs of intermediate holding companies Mission Energy Holding Co. and Edison Mission Energy at 'BB-'and the IDR of EME subsidiary Midwest Generation at 'BB'.

In addition, Fitch has affirmed the securities ratings of SCE, EME and MWG as listed below. The Rating Outlook is Stable. Approximately $13 billion of debt is affected by the rating action.

The EIX IDR and Stable Rating Outlook are supported by the strong, relatively predictable earnings and cash flows of its core electric operating utility subsidiary, SCE, which accounts for approximately three-quarters of consolidated EIX earnings before interest, taxes, depreciation and amortization. The EIX ratings also consider improved operating results at EIX's unregulated power generation subsidiary EME, driven primarily by higher wholesale energy prices. Ample liquidity exists at EIX with approximately $1.6 billion of cash and cash equivalents and short-term investments on EIX's consolidated balance sheet as of March 31, 2008 and approximately $4.3 billion available from bank facilities totaling $5.1 billion.

The Internal Revenue Service is challenging certain cross border leveraged lease transactions entered into by EIX subsidiary Edison Capital. Total exposure could be as high as $2.5 billion including interest and penalties. EIX is currently engaged in settlement discussions with the IRS. The ultimate outcome in the IRS inquiry is uncertain.

SCE's credit quality is dependent upon its ability to execute and recover its large, projected capital spending budget which is expected to average just under $4 billion per annum through 2011. Pre-approval of construction spending, regulatory balancing accounts and mechanisms and forward looking test years ameliorate concerns regarding recovery of planned infrastructure investment and other expenses. The ratings also consider capital structure requirements imposed by the CPUC that limit the amount of dividends SCE may pay to its corporate parent, EIX. The ratings assume an outcome in SCE's pending 2009 general rate case consistent with Fitch's earnings and cash flow estimates.

EME and MWG's ratings reflect sharp improvement in earnings and cash flows in recent years due to meaningfully higher wholesale power prices compared to depressed levels earlier in this decade. The ratings also reflect the beneficial effect of debt restructuring and asset sales in recent years, including lower fixed costs and greater financial flexibility. Further improvement in ratings is impeded by the company's high legacy debt leverage and strategic plans to diversify its resource base through major investment in wind, natural gas and advanced fuel technology plant development. Execution risk associated with EME's capital investment plan is a source of concern for investors as is the impact of further environmental regulations.

EIX is the parent company of SCE, one of the largest investor-owned utilities in the U.S., and EME, an unregulated power company. SCE serves more than 4.8 million customers in a 50,000 square mile service territory encompassing central, coastal and southern California with a total population of 13 million. Through its operating subsidiaries, EME develops, leases, owns, operates and sells the output of its power generation facilities, which are primarily located in the U.S.

ENVIRONMENTAL SERVICE: Stan Lee Expresses Going Concern Doubt-------------------------------------------------------------Stan J.H. Lee, CPA, CMA, raised substantial doubt on the ability of Environmental Service Professionals, Inc. to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor pointed to the company's losses from operations.

The company posted a net loss of $21,468,106 on net revenues of $581,803 for the year ended Dec. 31, 2007, as compared with a net loss of $564,589 on net revenues of $82,319 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,789,245 in total assets and $5,224,682 in total liabilities, resulting in $3,435,437 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also showed strained liquidity with $1,074,301 in total current assets available to pay $3,980,748 in total current liabilities.

Headquartered in Palm Springs, Calif., Environmental Service Professionals Inc., fka Glas-Aire Industries Group Ltd. (OTC BB: EVSP.OB) -- http://www.espusa.net/-- provides mold and moisture management, providing limited mold and allergen survey services for single family, multi-tenant residential and commercial buildings. As of June 30, 2007, the company converted its current franchises into independent contractors under the CEHI program program through its AHI subsidiary.

EVERGREEN USA: A.M. Best Lifts Ratngs on Better Operating Results-----------------------------------------------------------------A.M. Best Co. has upgraded the financial strength rating to B+(Good) from B(Fair) and the issuer credit rating to "bbb-" from "bb+" of Evergreen USA Risk Retention Group, Inc. Due to the upgrade of the ratings, the outlook has been revised to stable from positive.

Evergreen has exhibited noticeable improvement both in terms of operating results and risk-adjusted capital over the last few years. The improvements are based on structural changes made in the policy, in which Evergreen management, being a risk retention group, has full control over policy terms and rates, coupled with changes in the reinsurance program in the form of retentions and limits as well as risk mitigation improvements. In addition, the RRG was able to pay down existing letters of credit from $2.7 million to $1.5 million, lessening the strain on the capital strength rating as measured by Best's Capital Adequacy Ratio.

FLEXTRONICS INT'L: Fitch Holds Ratings; Changes Outlook to Stable-----------------------------------------------------------------Fitch Ratings has revised the Rating Outlook for Flextronics International Ltd. to Stable from Negative. Fitch also affirmed these ratings for Flextronics:

-- Flextronics has demonstrated two quarters of strong results following its $3.6 billion acquisition of Solectron in October 2007.

-- The company has completed the integration of Solectron's operations, achieving its targeted annual cost savings of $238 million ahead of schedule with potential for further cost synergies.

-- Fitch believes Flextronics continues to outperform its North American peers in operational execution which has led to incremental market share gains as evidenced by above industry-average revenue growth over the past several quarters.

-- Fitch estimates pro forma leverage to be approximately 2.4x currently and expects leverage to decline closer to 2.0x over the next one to two years from a combination of debt reduction and profitability improvement. Fitch estimates current pro forma leverage adjusted for off-balance sheet accounts receivable securitization and sales facilities as well as operating leases to be approximately 3.4x.

The ratings are supported by these:

-- Significant advantage in scale and scope of operations as the second largest provider of electronics manufacturing services in the world.

-- Very strong track record of execution as evidenced by peer leading return on invested capital and cash conversion cycle days.

-- High working capital is expected to represent an additional source of liquidity in a market downturn

Ratings concerns include these:

-- The cost of future acquisitions could offset the expected reduction in leverage over the next several years.

-- Flextronics has an aggressive acquisition growth strategy in an industry with significant execution risk with minimal room for execution missteps due to the relatively low profit margin inherent in the business model.

-- A difficult competitive environment which has pressured profitability across the industry.

-- Typical for the industry, Flextronics has customer concentration risk with the top 10 customers accounting for 54% of revenue in fiscal 2008 (end Mar 2008) with one customer, Sony-Ericsson accounting for greater than 10% of total revenue

Liquidity as of March 31, 2008 was solid with $1.7 billion in cash and a fully available $2 billion senior unsecured revolving credit facility which expires in May 2012. Additionally, Fitch expects Flextronics to produce strong free cash flow in excess of $500 million annually although changes in working capital requirements could have a significant positive or negative affect on free cash flow in any given period. Flextronics utilizes an accounts receivable securitization facility as well as accounts receivable sales agreements for additional liquidity purposes.

Total debt as of March 31, 2008 was $3.4 billion and consisted primarily of $1.7 billion outstanding under a senior unsecured term loan facility which partially expires in October 2012 with a final maturity in October 2014; $195 million in 0% junior convertible subordinated notes due July 2009; $500 million in 1% convertible subordinated notes due August 2010; $400 million in 6.5% senior subordinated notes due May 2013; and $400 million in 6.25% senior subordinated notes due November 2014. Flextronics also had $274 million outstanding under its accounts receivable securitization facility and $478 million outstanding under various accounts receivable sales agreements.

FORCE PROTECTION: Has Until Sept. 15 to Meet Nasdaq Criteria------------------------------------------------------------Force Protection Inc. received a notice from the Nasdaq Hearing Panel stating that Force Protection's request for continued listing on The Nasdaq Stock Market was granted, subject to certain conditions.

These conditions include that on or before Sept. 15, 2008, Force Protection will file with the Securities and Exchange Commission its Form 10-K for the fiscal year ended Dec. 31, 2007, the Form 10-Q for the fiscal quarter ended March 31, 2008 and any other required restatements of its financial statements.

There can be no assurance that the company will satisfy the conditions by Sept. 15, 2008. Force Protection appealed the Nasdaq Listing Qualification Staff's disclosed determination to delist the company's securities from The Nasdaq Stock Market for failure to comply with Nasdaq Marketplace Rule 4310(c)(14).

"We are very grateful to the members of the NASDAQ hearing panel for their consideration and subsequent decision," Michael Moody, Force Protection chief executive officer, commented. "With the help of Grant Thornton, we are looking to complete the required restatement and the filing of our SEC documents on or before the deadline."

On March 3, 2008, Force Protection stated that it expects to restate its reported interim consolidated financial statements for the three and nine month periods ended Sept. 30, 2007, as a result of errors discovered by management during its year end review of the accounting for accounts payable errors associated with inventory purchased from a sub-contractor as a result of a contract termination.

On March 3, 2008, Force Protection filed a Form 12b-25 with the SEC which explains certain material weaknesses in internal control over financial reporting identified by Force Protection for the year ended Dec. 31, 2007.

As of April 10, 2008, the company's Audit Committee had engaged Grant Thornton LLP as the company's new independent registered public accounting firm for the fiscal year ended Dec. 31, 2007, and the fiscal year ending Dec. 31, 2008, effective immediately.

About Force Protection Inc.

Headquartered in Ladson, South Carolina, Force Protection Inc. (NASDAQ:FRPT) -- http://www.forceprotection.net/-- is a designer, developer and manufacturer of life saving survivability equipment, predominantly ballistic- and blast-protected wheeled vehicles currently deployed by the U.S. military and its allies to support armed forces and security personnel in conflict zones. The company's specialty vehicles, the Cougar and the Buffalo, and the Cheetah, are designed specifically for reconnaissance, forward command and control, and urban operations and to protect their occupants from landmines, hostile fire, and improvised explosive devices. The company's facility, located 10 miles from the Charleston Air Force Base in Ladson, South Carolina, is on a 260-acre campus consisting of three manufacturing buildings with a combined floor area of approximately 452,240 square feet and an additional 90,000 square feet.

FORT POINT: Moody's to Review Caa2 Notes Rating for Likely Cut--------------------------------------------------------------Moody's Investors Service placed on review for possible downgrade the ratings on these notes issued by Fort Point CDO I, Ltd.:

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

FTS GROUP: Posts $204,388 Net Loss in 2008 First Quarter--------------------------------------------------------FTS Group Inc. reported a net loss of $204,388, on revenues of $1,565,255, for the first quarter ended March 31, 2008, compared with a net loss of $116,865, on revenues of $1,801,420, in the same period in 2007.

At March 31, 2008, the company's consolidated balance sheet showed $6,204,468 in total assets, $4,226,716 in total liabilities, and $1,977,752 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also showed strained liquidity with $499,873 in total current assets available to pay $4,226,716 in total current liabilities.

As reported in the Troubled Company Reporter on May 9, 2008, Houston-based R.E. Bassie & Co. expressed substantial doubt about FTS Group Inc.'s ability to continue as a going concern afterauditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's recurring losses from operations.

About FTS Group

Headquartered in Tampa, Florida, FTS Group Inc. (OTC BB: FLIP) --http://www.ftsgroup.com/-- is a publicly traded acquisition and development company focused on acquiring, developing and investingin cash flow positive businesses and viable business venturesthose in the Technology, Wireless and Internet space. The companygenerates revenue through its three wholly owned subsidiaries; SeeWorld Satellites, Inc., FTS Wireless, Inc. and Elysium InternetInc.

FREMONT GENERAL: Inks Forbearance Pact with Noteholder Tennenbaum -----------------------------------------------------------------Fremont General Corporation entered into a Forbearance Agreement with Tennenbaum Multi-Strategy Master Fund, the majority holder of the company's $166.5 million of Series B 7.875% Senior Notes due March 2009, which is intended, among other things, to facilitate the closing of the transactions contemplated by the Purchase and Assumption Agreement, dated April 13, 2008.

The agreement was entered with Fremont Investment & Loan, CapitalSource Inc. and certain subsidiaries of each company, which provides for the sale by the Bank of certain designated assets and certain liabilities, including all of the Bank's deposits toCapitalSource Bank, a proposed California industrial bank and indirect subsidiary of CapitalSource.

Pursuant to the terms of the Agreement, Tennenbaum agreed that during the Forbearance Period, it will not, and will direct thetrustee of the Senior Notes not to, take, or cause another person to take, any action, to accelerate or cause the acceleration of, the maturity of the Senior Notes or to otherwise enforce payment of the overdue principal on the Senior Notes, or to exercise any other default-related rights and remedies available to Tennenbaum against the company under the Indenture, dated March 1, 1999, for the Senior Notes or applicable law with respect to the Senior Notes.

Upon the expiration of the Forbearance Period, Tennenbaum will be entitled, but not required, to exercise any of its rights and remedies under the Agreement, the Indenture, or applicable law. In accordance with the Agreement, the company will pay for certain fees and expenses incurred by Tennenbaum in connection with theAgreement.

The "Forbearance Period" means the period commencing from May 28, 2008 through the earliest to occur of:

i) the consummation of the transactions contemplated by the Purchase Agreement;

ii) the Bank's banking regulators denial of the transactions contemplated by the Purchase Agreement;

iii) the termination of the Purchase Agreement; or

iv) such earlier date upon the occurrence of certain events.

Also under the terms of the Agreement, Tennenbaum, as the majorityholder of the Senior Notes, instructed the trustee to enter into the Supplemental Indenture, which was effective on May 28, 2008.

The Supplemental Indenture modifies the terms of the Indenture to, under certain circumstances, prevent any portion of the Senior Notes from being declared immediately due and payable under anyprovision of the Indenture, other than an event of default that occurs relating to insolvency or bankruptcy proceedings, until after the Forbearance Period.

The Supplemental Indenture will have the effect of not permitting other holders of the Senior Notes to exercise their remedy, ifany, to accelerate the maturity of the Senior Notes that they otherwise would have been entitled to under the Indenture during the Forbearance Period.

On March 18, 2008, the company stated in a regulatory filing that it has delayed its semi-annual interest payment of approximately $6.6 million which was payable on March 17, 2008, on the Senior Notes and entered into negotiations with Tennenbaum.

Under the terms of the Indenture, the company's failure to pay such semi-annual interest payment constituted an event of default entitling Tennenbaum, as the holder of at least 25% of the principal amount of the Senior Notes, to declare the entire amount of the Senior Notes to be immediately due and payable.

About Fremont General

Headquartered in Brea, California, Fremont General Corporation(NYSE: FMT) -- http://www.fremontgeneral.com/-- is a financial services holding company which is engaged in deposit gatheringthrough a retail branch network in Central and Southern Californiaand residential real estate mortgage servicing through its whollyowned subsidiary Fremont Investment & Loan. Fremont Investmentfunds its operations primarily through deposit accounts sourcedthrough its 22 retail banking branches which are insured up to themaximum legal limit by the Federal Deposit Insurance Corporation. It had $8.8 billion in total assets at Sept. 30, 2007.

The Retail banking Division of Fremont Investment & Loan continuesto offer a variety of savings and money market products as well ascertificates of deposits across its 22 branch network. Customerdeposits remain fully insured by the FDIC up to at least $100,000and retirement accounts remain insured separately up to anadditional $250,000.

* * *

As reported in the Troubled Company Reporter on April 21, 2008,Fitch Ratings downgraded Fremont General Corporation ratingsand removed the negative rating outlook as: (i) long-term issuerdefault rating to 'D' from 'CC'; and (ii) individual rating to 'F'from 'E'.

G8WAVE HOLDINGS: Sherb & Co. Raises Going Concern Doubt -------------------------------------------------------Sherb & Company, LLP, in Boca Raton, Florida, raised substantial doubt on the ability of g8wave Holdings, Inc. to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor points to the company's accumulated deficit of $10,196,529 and cash used in operating activities of $4,408,397 for the year ended Dec. 31, 2007.

Liquidity Concerns

The company's consolidated statements of operations and statements of operating cash flows reveal significant losses and the utilization of significant amounts of cash to support its operating activities. For the fiscal year ended Dec. 31, 2007, the company had an accumulated deficit of $10,196,529, a consolidated net loss of $7,009,511, and consolidated net cash flows used in operations of $4,408,397. The company's operations are not an adequate source of cash to fund future operations, and these matters give rise to substantial doubt about its ability to continue as a going concern. In order to continue as a going concern, the company will require additional financing. There can be no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. The company's ability to continue operations will be dependent upon obtaining such further financing.

Results of Operations

The company reported a net loss of $7,009,511 for the year ended Dec. 31, 2007, which is more than double the $3,260,534 net loss reported during the 2006 fiscal year. Revenues for the year ended Dec. 31, 2007, totaled $6,665,899, much lower than the $9,480,246 net loss reported during the 2006 fiscal year.

The statement of cash flows for the year ended Dec. 31, 2007, showed that the company used cash for operating activities of $4,408,397, which is much higher than the cash used for operating activities during 2006 of $2,818,224. As of Dec. 31, 2007, the company only has $852,782 in cash, compared to $4,081,176 as of Dec. 31, 2006.

GENOIL INC.: Posts C$3.4 Net Loss in 2008 1st Qtr. Ended March 31-----------------------------------------------------------------Genoil Inc. reported a net loss of C$3,463,641, on revenues of C$22,177, for the first quarter ended March 31, 2008, compared with a net loss of C$1,829,414, on zero revenues, in the same period in 2007.

At March 31, 2008, the company's consolidated balance sheet showed C$5,102,569 in total assets, C$2,126,946 in total liabilities, and C$2,975,623 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also showed strained liquidity with $405,501 in total current assets available to pay $1,984,188 in total current liabilities.

Going Concern Doubt

As at March 31, 2008, the company had incurred accumulated losses of C$58,585,694 since inception.

The company believes that its ability to continue as a going concern is in substantial doubt and is dependent on achieving profitable operations, commercialising its upgrader technology, and obtaining the necessary financing in order to develop this technology further.

About Genoil Inc.

Headquartered in Alberta, Canada, Genoil Inc. (OTC BB: GNOLF.OB)(CDNX: GNO.V) -- http://www.genoil.net/-- is an international engineering technology development company. The company specializes in heavy oil upgrading, process system optimization, development, engineering, design and equipment supply, installation, start up and commissioning of services to specific oil production, refining and related markets.

Genoil has designed and developed the Genoil Hydroconversion Upgrader, an improved hydrogenation process that upgrades and increases the yields from high sulphur, acidic, heavy crude oils and heavy refinery feed stocks, bitumen and refinery residues into light, clean transportation fuels; and the Crystal Sea separator, a bilge water treatment system which has met the guidelines and standards of the United States Coast Guard and the International Maritime Organization's MEPC Resolution 107 (49) MEP for pollution prevention equipment for ship bilges.

GLOBE RE: Moody's Assigns '(P)B2' Rating on $15 Million Notes-------------------------------------------------------------Moody's Investors Service has assigned these provisional ratings to the proposed debt securities of Globe Re Limited:

-- (P)Baa3 to the $45 million Tranche A Principal-at-Risk Variable Rate Notes and Term Loans due 2010

-- (P)Ba2 to the $40 million Tranche B Principal-at-Risk Variable Rate Notes and Term Loans due 2010

-- (P)B2 to the $15 million Tranche C Principal-at-Risk Variable Rate Notes and Term Loans due 2010

Moody's will assign definitive ratings upon review of final executed documents.

Globe Re is a limited-life reinsurance vehicle that is commonly referred to as a 'sidecar'. Hannover Ruckversicherung AG is the sponsor of the vehicle.

"Globe Re will assume from Hannover Re a majority share of the premiums and losses on a handful of U.S. property catastrophe reinsurance contracts that Hannover Re will underwrite on behalf of certain clients," notes senior analyst Kevin Lee.

Globe Re will be capitalized with $33 million of equity and $100 million of debt securities, offered in both loan and note format, to collateralize potential claim obligations to Hannover Re over the one-year risk period. The debt securities will be arrayed in tranches, each having a different probability of attachment, expected loss, and priority with respect to interest and principal payments, hence the difference in ratings.

The ratings for the debt securities are supported by Moody's probabilistic analysis to determine both the probability of default and expected loss to debt holders, relative to promised interest and principal. The most important inputs into the financial modeling exercise are the exceedance probability curves of gross losses to Globe Re derived by Benfield Advisory. Moody's loaded the Base Curves to reflect non-modeled elements as well as Moody's judgment about the inherent uncertainty in peril modeling. The PDs and ELs from this exercise were then compared to Moody's idealized default rates and expected loss rates over a duration of 1 year. The financial modeling also contemplated uncertainty in loss estimates at the time of commutation and counterparty risk to the asset swap provider.

Key rating factors include:

1) Model Risk: Catastrophe modeling error is the most important risk factor. Moody's recognizes the inherent uncertainty in peril modeling especially as it relates to certain perils and regions like New Madrid earthquake where little historical data is available for model calibration. The quality of input data also has a significant influence on peril modeling results.

Moody's loaded the Base Curves to account for several items: 1) non-modeled coverage elements such as loss adjustment expenses and extra-contractual obligations; 2) missing property characteristics in the exposure data particularly as it relates to year of construction, number of stories, and square footage for certain contracts; and 3) inherent uncertainty in modeling natural catastrophes as evidenced by differences in model results produced by RMS 7.0 models versus AIR 9.5 models for this transaction. Moody's view positively however that the majority of the risks are residential exposures which tend to be more homogeneous than commercial or industrial exposures with respect to property and insurance coverage characteristics, making them more amenable to modeling. Moody's also view positively that detailed level models were used to model each contract with the exception of one large contract where tractability dictated the use of aggregate level models.

2) Portfolio Largely Known Upfront: Moody's views this as a significant positive relative to many sidecars in that it will cover a pre-defined (as opposed to an open-ended) group of contracts for only one year (as opposed to multiple years). This precludes the need to project future premiums and exposures beyond these contracts which will incept in June 2008. Furthermore, most of the underlying contracts have already been priced, suggesting only modest uncertainty in actual versus projected premiums. Premium levels will have the greatest impact on equity investors and the most junior debt holders, because these investors rely more heavily on premiums as a claims-paying cushion.

3) Concentration in Florida But Contract Assembly Mitigates Overlap: More than three-quarters of total limits ceded to Globe Re have some exposure to Florida hurricanes and about half of total limits are specific to and only cover Florida. Of those Florida-specific limits, about half are exposed to losses from first events and the balance is exposed to second events. Those second event limits can only attach if a second Florida hurricane event occurs during the risk period and the client's coverage from the Florida Hurricane Catastrophe Fund (FHCF) has been exhausted. Further, the largest contract ceded to Globe Re specifically excludes Florida. The maximum limit of liability to Globe Re on any one contract is limited to $60 million or less (warranted in the documentation) to mitigate lumpy exposures. Lastly, there is a fair amount of diversity with respect to the modeled attachment probabilities for each underlying contract.

4) originate-to-distribute model highlights importance of adequate Alignment of Interests: The motivation for this transaction differs from that of many sidecar transactions that Moody's has rated in that the sponsor is originating certain reinsurance contracts largely for the express purpose of passing those risks onto the capital markets. To demonstrate some 'skin in the game', Hannover Re is contemplating these: (a) taking a modest equity interest in Globe Re, (b) assuming the tail risk should Globe Re exhaust its capital, and (c) Hannover Re and its affiliates will retain a minimum amount (equal to 20% of the aggregate limit of liability to Globe Re) on the underlying contracts and/or the broader reinsurance programs that encompass these underlying contracts.

Although only the last item is warranted in the documentation, Moody's could lower its ratings should the alignment of interests fall materially short of what is currently contemplated.

5) Commutation Mechanism: In the financial analysis, Moody's has reflected some possibility for over-estimation of loss reserves at the time of commutation.

6) Restrictions on Invested Assets and Asset Swap: Moody's expectation is that investment allocation will favor highly-rated fixed securities, given that capital preservation and liquidity are critical to debt holders and because Globe Re may become liable for substantial claim payments on short notice, as is typical of the property catastrophe reinsurance business. Investment guidelines preclude investments in structured finance products, among other restrictions.

Further, Globe Re will enter into an asset swap agreement with a highly rated swap counterparty who will make quarterly payments to the collateral trust of LIBOR minus a spread and deliver par against the sale of collateral assets in exchange for receiving all investment income generated from the collateral assets. There will also be a monthly true-up of the asset portfolio such that if the portfolio value falls below 95% of outstanding par, the swap counterparty will collateralize the difference. Asset swaps are a common feature of catastrophe bonds but less common in sidecar vehicles.

Hannover Reinsurance Company, based in Hannover, Germany, is among the top 5 reinsurance providers worldwide in terms of premium volume. The company maintains business relations with more than 5,000 insurance companies in about 150 countries. It generates the major part of its revenues in Europe (54% of gross premiums written (GPW) in 2007, with 17% from Germany), North America (27%), Asia (7%), Australia (6%), Africa (3%) and Latin America (3%). As of 31 December 2007, the company reported shareholders' equity of EUR 3.3 billion and net income of EUR 734 million in its consolidated financial statements under IFRS.

GREEKTOWN CASINO: Wants to Hire Schafer & Weiner as Bankr. Counsel------------------------------------------------------------------Greektown Holdings LLC and its debtor-affiliates ask permission from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Schafer and Weiner PLLC as their general bankruptcy counsel.

As general bankruptcy counsel, Schafer and Weiner will represent and assist the Debtors in all facets of their Chapter 11 cases and reorganization proceedings.

Pursuant to a Retention Letter Agreement dated May 28, 2008, the Debtors will pay these Schafer attorneys these hourly rates:

The Debtors also propose that Schafer and Weiner's legal assistants be paid $120 per hour. In addition, the Debtors note, the proposed fees for Schafer includes a $100,000 retainer, which include the filing fees, plus an agreement to fund escrow payments subject to Court approval in accordance with a budget that has been approved by the Debtors, and their prepetition and proposed postpetition lenders.

Daniel J. Weiner, Esq., a principal at Schafer and Weiner, assures the Court that his firm does not hold or represent any interest materially adverse to the interest of the Debtors and their estates. He adds that the firm is a "disinterested person" within the meaning of Section 101(14), as modified by Section 1107(b) of the U.S. Bankruptcy Code.

About Greektown Holdings

Based in Detroit, Michigan, Greektown Holdings, LLC and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring over 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market.

Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC serves as the Debtors' claims, noticing, and balloting agent.

GREEKTOWN CASINO: Wants to Employ Honigman as Special Counsel-------------------------------------------------------------Greektown Holdings LLC and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Honigman Miller Schwartz and Cohn LLP as their special counsel.

Greektown Casino LLC Chief Financial Officer Clifford J. Vallier tells the Court that Honigman is one of the leading law firms in Michigan and has expertise in corporate, real estate, gaming, hospitality, finance, bankruptcy and reorganization, labor, tax law, intellectual property, environmental, and employee benefits and construction.

Mr. Vallier relates that Honigman has served as the Debtors' general counsel since 2004 and the firm has provided the Debtors with a variety of prepetition legal services. He avers that the Debtors will need continuing legal representation during the duration of their Chapter 11 cases.

The Debtors maintain that if Honigman could not continue to provide them services that are similar to the prepetition legal services the firm provided, they will incur large legal fees and delays in having another law firm learn the necessary facts and law in order to provide those services.

As the Debtors' special counsel, Honigman will continue to:

(a) represent the Debtors in regulatory issues, including with the Michigan Gaming Board, in negotiations with Ted Gatzaros, an equity holder and secured lender, in financing issues, including relations with their secured lenders and bondholders, and on issues arising from the construction of their new casino/hotel building and its parking structures;

(b) prepare the Debtors' s-4 registration statement and assisting in seeking an equity investor, including preparing a due diligence room;

(c) address the issues of engaging an investment banker for a potential sale of the Debtors' assets;

(f) assist the Debtors, in connection with the possible sale of their assets or if they seek an equity investment, with the drafting and negotiating of confidentiality agreements, letters of intent, an asset purchase agreement and its schedules, and due diligence activities related to an asset sale or equity investment;

(g) assist the Debtors in connection with the drafting a proposed disclosure statement.

Honigman agree to coordinate and work closely with the Debtors' proposed counsel, Schafer and Weiner PLLC, to ensure that there will be no duplication of services with Schafer.

Mr. Vallier said that it is possible that the Debtors may request Honigman to perform additional services beyond the Prepetition Legal Services, Sale Services, and Disclosure Services. In those instances, the Debtors intend to file with the Court supplemental applications to authorize Honigman to perform those additional services.

The Debtors will pay for Honigman's services in accordance with the firm's customary hourly rates:

Judy B. Calton, Esq., a partner at Honigman, disclosed that the firm received a $300,000 retainer for services it is to render for the Debtors' benefit and as an advance against expenses to be incurred by the firm.

Ms. Calton assures the Court that her firm does not hold or represent any interest materially adverse to the interest of the Debtors and their estates. She adds that the firm is a "disinterested person" within the meaning of Section 101(14), as modified by Section 1107(b) of the U.S. Bankruptcy Code.

About Greektown Holdings

Based in Detroit, Michigan, Greektown Holdings, LLC and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring over 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market.

Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC serves as the Debtors' claims, noticing, and balloting agent.

GLOUCESTER STREET: Moody's Cuts Rating, to Undertake Review-----------------------------------------------------------Moody's Investors Service downgraded and left on review for possible further downgrade the ratings on these notes issued by Gloucester Street ABS CDO I, Ltd.;

Moody's is upgrading Class B due to increased defeasance, improved performance of two loans with underlying ratings and overall stable pool performance.

As of the May 12, 2008 distribution date, the transaction's aggregate certificate balance has decreased by approximately 1.5% to $3.9 billion from $4.0 billion at securitization. The Certificates are collateralized by 188 mortgage loans ranging in size from less than 1.0% to 5.1% of the pool, with the top 10 loans representing 29.4% of the pool. The pool includes three loans with underlying investment grade ratings, representing 6.2% of the outstanding loan balance. Nine loans, representing 7.5% of the pool, have defeased and are collateralized with U.S. Government securities.

No loans have been liquidated from the pool since securitization. Currently one loan, representing 2.1% of the pool, is in special servicing. Moody's is not estimating a loss from this loan currently. Eighteen loans, representing 13.1% of the pool, are on the master servicer's watchlist. The watchlist includes loans which meet certain portfolio review guidelines established as part of the Commercial Mortgage Securities Association monthly reporting package. As part of our ongoing monitoring of a transaction, Moody's reviews the watchlist to assess which loans have material issues that could impact performance. Not all loans on the watchlist are delinquent or have significant issues.

Moody's was provided with full-year 2007 operating results for 75.0% of the pool. Moody's weighted average loan to value ("LTV") ratio for the conduit component is 98.6% compared to 100.6% at Moody's last full review in June 2007 and 99.8% at securitization.

The largest loan with an underlying rating is the Streets at Southpoint Loan ($162.4 million -- 4.1%), which is secured by the borrower's interest in a 1.3 million square foot regional mall located in Durham, North Carolina. The center is anchored by Macy's, Nordstrom, Hudson Belk, J.C. Penny and Sears. The in-line stores were 97.8% occupied as of December 2007 compared to 98.5% at last review. Performance has improved due to increased rental revenues and amortization. The Rouse Company is the loan sponsor. Moody's current underlying rating is Baa1 compared to Baa2 at last review.

The second largest loan with an underlying rating is the 200 Madison Avenue Loan ($45.0 million -- 1.1%), which is secured by a 666,100 square foot office building located in the East Midtown South submarket of New York City. The property was 99.6% occupied as of March 2008, the same as at last review. The largest tenant is the Phillips Van Heusen Corporation (Moody's senior unsecured rating Baa3, positive outlook), which occupies 24.0% of the premises through October 2023. The loan is interest only for its entire term. Moody's current underlying rating is Aa2 compared to Aa3 at last review.

The third largest loan with an underlying rating is the Cascade Mall Loan ($39.8 million -- 1.0%), which is secured by a 434,000 square foot shopping mall located in Burlington, Washington. The center is anchored by Macy's, J.C. Penny and Sears. The in-line shops were 96.2% occupied as of December 2007, the same as at last review. Moody's current underlying rating is Baa3, the same as at last review.

The three largest conduit loans represent 12.7% of the pool. The largest conduit loan is Wells Fargo Center Loan ($200.0 million -- 5.1%), which is secured by a 1.2 million square foot Class A office building located in the Denver CBD. The property was 95.3% occupied as of December 2007 compared to 96.7% at last review. The largest tenant is Wells Fargo Bank, N.A. (Moody's senior unsecured rating Aaa, stable outlook), which occupies 30.0% of the premises through December 2020. The loan is interest only for its entire term. Moody's LTV is 119.4% compared to 128.9% at last review.

The second largest conduit loan is the Mall at Wellington Green Loan ($200.0 million -- 5.1%), which is secured by the borrower's interest in a 1.3 million square foot regional mall located in Palm Beach, Florida. The mall is anchored by Dillard's, Macy's, J.C. Penny and Nordstrom. The center was 100.0% occupied as of December 2007 compared to 98.6% at last review. The loan is interest only for its entire term. Moody's LTV is 98.8% compared to 99.4% at last review.

The third largest conduit loan is the Century Centre Office Loan ($98.5 million -- 2.5%), which is secured by two office towers located in Irvine, California. The buildings total 448,000 square feet and were 75.9% occupied as of December 2007 compared to 92.6% at securitization. The decline in occupancy is due to the June 2007 lease termination of Ameriquest, which occupied 29.4% of the premises at securitization. Performance has been impacted by the decline in occupancy. Moody's LTV is 114.1% compared to 113.8% at last review.

The auditor reported that the company began its operations in March 2007 and has not as yet attained a level of operations, which allows it to meet its current overhead. In addition, the company does not contemplate attaining profitable operations within its first few operating cycles and is dependent upon obtaining additional financing adequate to fund working capital, infrastructure, and significant marketing or investor related expenditures to gain market recognition in order to achieve a level of revenue adequate to support its cost structure,

Subsequent Events

In February 2008, the company retained a sales representative company under a five year arrangement. Compensation is based upon a percentage of the gross profits earned by the company. The agreement provides for performance standards for the sales representative which if not achieved can result in early termination of the agreement. The representative was advanced $195,000, including $60,000 paid prior to Jan. 31, 2008, and classified as Prepaid Expenses in the accompanying consolidated balance sheet. The advances are to be repaid from the representative's earnings; however, if certain performance levels are achieved within the first fourteen months of the contract, a portion of the advance will be forgiven. In addition, if during the first fourteen months of the contract, the sales representative generates gross profits of $2,000,000 the sales representative will be granted 300,000 options to purchase shares of the company's common stock and for each additional $1,000,000 of gross profit (a maximum of $10,000,000) during the period the sales representative will receive 100,000 options.

On Apr. 1, 2008, the company's Board of Directors authorized the company to reduce the option exercise price from $1 to $.38 to officers, directors and key employees who hold 3,715,000 options.

Financials

The company posted a net loss of $5,544,773 on total revenues of $12,307,702 from Feb. 1, 2007, its date of inception, to Jan. 31, 2008.

At Jan. 31, 2008, the company's balance sheet showed $4,017,369 in total assets, $2,485,217 in total liabilities, and $1,532,152 in total stockholders' equity.

Halcyon Jets Holdings Inc.,(HJHO.OB) -- http://www.halcyonjets.com/-- provides luxury private transport by connecting travelers with independently owned and operated executive aircraft. The company was founded in February 2007 and is headquartered in New York, New York with additional offices in Boca Rotan, Florida and Beverly Hills, California.

HANCOCK FABRICS: Wants Ch. 11 Plan Filing Date Extended to June 30 ------------------------------------------------------------------Hancock Fabrics Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware to further extend the periods during which they have the exclusive right to file a plan of reorganization, through June 30, 2008, and solicit and obtain acceptances of that plan, through Aug. 29, 2008.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, tells the Court that the Debtors have made and continue to make substantial progress toward the primary objective in their bankruptcy cases -- to maximize the value of their estates for the benefit of the creditors and other stakeholders.

According to Mr. Dehney, the Debtors have spent time:

i. working to maintain the provision of goods and services from their many vendors;

ii. contracting the retail footprint of the business;

iii. developing and implementing several key initiatives intended to bring the Debtors' retail operations into line with current best practices in modern retailing;

iv. preparing and filing required financial reports with the Securities and Exchange Commission for fiscal years 2006 and 2007;

v. undertaking the disposition of their retail store leases through assumption, assumption and assignment, or rejection; and

vi. preparing a long range business plan intended to bring maximum value to the Debtors' constituents.

However, notwithstanding the progress that has been made, the Debtors still have certain critical issues to address before they will be in a position to file a plan, including, among other things, the resolution of certain issues related to claims reconciliation, exit financing and the plan of reorganization, Mr. Dehney says.

As previously reported, the Debtors have sought and obtained commitments to provide exit financing to refinance their existing secured indebtedness, fund a plan, and finance their post-emergence operating expenses and other working capital needs. The Debtors and their counsel and advisors have also devoted significant time formulating and revising an appropriate plan of reorganization that will provide maximum value for their estates, creditors and other stakeholders.

"Although the Debtors are committed to confirming a plan in the very near term, they also recognize that the plan process must necessarily follow the resolution of certain critical issues . . . and will require some additional time to address such issuessuccessfully," Mr. Dehney explains.

Mr. Dehney assures the Court that the Debtors' requested extension of the Exclusive Periods does not exceed the 18-month limitation for the exclusive period to file a plan or the 20-month limitation for the exclusive period to solicit acceptances of a plan.

Mr. Dehney further notes that the Official Committee of UnsecuredCreditors, the Official Committee of Equity Security Holders, and other parties-in-interest will not be prejudiced by an extension of the Exclusive Periods since the requested extension will not preclude these parties from seeking a reduction or termination of the Exclusive Periods for cause.

The Equity Committee has consented to the extension, notes Mr. Dehney.

The Court will convene a hearing on the Debtors' request on June 17, 2008. By application of Rule 9006-2 of the Local Rules of Bankruptcy Practice and Procedures of the U.S. Bankruptcy Court for the District of Delaware, the Debtors' exclusive plan filing period is automatically extended through the conclusion of that hearing.

About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty retailer of a wide selection of fashion and home decoratingtextiles, sewing accessories, needlecraft supplies and sewingmachines. Hancock Fabrics is one of the largest fabric retailersin the United States, currently operating approximately 400 retailstores in approximately 40 states. The company employsapproximately 7,500 people on a full-time and part-time basis.Most of the company's employees work in its retail stores, or infield management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11protection on March 21, 2007 (Bankr. D. Del. Lead Case No.07-10353). Robert J. Dehney, Esq., at Morris, Nichols, Arsht &Tunnell, represent the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. As of Sept. 1, 2007, HancockFabrics disclosed total assets of $159,673,000 and totalliabilities of 122,316,000.

HARRY'S LOBSTER: Wants $603,463 Taxes Filed By New Jersey Reduced-----------------------------------------------------------------Harry's Lobster House Corp. is set to do battle with the New Jersey Division of Taxation regarding $603,463 in taxes plus interest the Division assessed on the company.

New Jersey's The Daily Journal relates that in May 2003, New Jersey auditors found that Harry's Lobster House owner J. Louis Jacoubs owed the state for unpaid corporate business tax, unpaid gross income withholding tax, unpaid litter tax, and unpaid sales and use tax from 1997 through 2001.

The Daily Journal says Harry's Lobster House filed for bankruptcy in February 2008 in a last-ditch attempt to keep the state from taking it over and auctioning it off.

The report says Mr. Jacoubs wants the penalty reduced. He also wants to sell the assets.

According to state law, Mr. Jacoubs had 90 days to challenge the state's findings with a formal complaint, but he missed the deadline, the Daily Journal says. The Division of Taxation decided his challenge was too late and refused to relent, the report says.

According to the report, Mr. Jacoubs took his case to the state Supreme Court, where justices in June 2006 decided the department wasn't obligated to consider a protest made after the deadline.

The Journal says New Jersey began to close in, first writing letters demanding payment and then seizing Harry's Lobster House and its liquor license. State officials descended on the restaurant one day last January and changed the locks, Mr. Jacoubs said, according to the report.

New Jersey was prepared to auction the assets, until Harry's Lobster House sought bankruptcy protection.

Former Assemblyman Steve Corodemus, who sat in on meetings between Mr. Jacoubs and the Division of Taxation after Jacoubs unsuccessfully tried to contest the results, said the crowds at Harry's Lobster House were sparse. "If the state was right, then the volume of sales would have to be so substantial that everybody who ever went to Harry's Lobster House would state (the auditors' finding) was ridiculous."

The Harry's Lobster House Corp., operates a seafood restaurant. The company filed for chapter 11 bankruptcy protection on February 12, 2008, before the the Bankruptcy Court for the District of New Jersey in Trenton (Case No. 08-12434). Timothy P. Neumann, Esq., Broege, Neumann, Fischer & Shaver, in Manasquan, New Jersey, represents the Debtor. When it filed for bankruptcy the Debtor estimated assets and debts to be $1,000,001 to $10,000,000.

HEMOSOL CORP: Court Extends CCAA Stay Until August 15-----------------------------------------------------PricewaterhouseCoopers Inc. in its capacity as interim receiver of the assets, property and undertaking of 1608557 Ontario Inc., formerly known as Hemosol Corp., and its affiliate Hemosol LP said that the Ontario Superior Court of Justice granted an order dated May 30, 2008, amongst other things authorizing, but not obligating, the Receiver to file an amended plan of compromise and arrangement for 1608557's creditors and approving the procedures pursuant to which, if such Amended Plan is filed, the Receiver would reconvene meetings of creditors for the purposes ofconsidering and voting on the Amended Plan. The Court also granted a further extension of the stay of proceedings against 1608557. The current Companies' Creditors Arrangement Act stay of proceedings will now expire on August 15, 2008.

It is uncertain at this time whether an Amended Plan will actually be filed. However, if an Amended Plan is filed and approved by the requisite majorities of 1608557's creditors, it is anticipated that it will result in a substantial dilution or cancellation of the pre-restructuring shares of 1608557.

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make aProposal Pursuant to Section 50.4 (1) of the Bankruptcy andInsolvency Act on Nov. 24, 2005. The company had defaulted in thepayment of interest under its $20 million credit facility. Hemosol said that it would require additional capital to continueas a going concern and is in discussions with its securedcreditors with respect to its current financial position.

On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interimreceiver of the companies.

HERBST GAMING: S&P Puts Default Rating on 8.125% Notes------------------------------------------------------Standard & Poor's Ratings Services lowered its rating on Herbst Gaming Inc.'s 8.125% senior subordinated notes due 2012 to 'D' from 'C', following the company's failure to make an interest payment on June 1, 2008.

Herbst announced in an NT 10-Q filing on May 16, 2008, that it would not make the June 1 payment on these notes after receiving a payment blockage notice from the administrative agent under the amended credit agreement, which states that no payments can be made with respect to any of its subordinated notes as a result of an event of default. S&P stated at that time that it would lower its rating to 'D' on the subordinated notes once the payment was missed.

HOUSE OF EUROPE: Moody's Downgrades Class B Notes Rating to B1--------------------------------------------------------------Moody's Investors Service placed on review for possible downgrade the ratings on these notes issued byHouse of Europe Funding I, Ltd.:

Class Description: Class A

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Moody's also downgraded and left on review for possible further downgrade the ratings on these:

Class Description: Class B

Prior Rating: Aaa, on review for possible downgrade

Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

HUBCO INC: Submits Schedules of Assets and Liabilities------------------------------------------------------HUBCO Inc. delivered to the United States Bankruptcy Court for the Southern District of Texas its schedules of assets and liabilities, disclosing:

I2 TELECOM: Completes Sale of $425,000 Notes and Stock Warrants---------------------------------------------------------------i2 Telecom International, Inc. closed a financing transaction with six accredited investors in which it sold an aggregate $425,000 of 12% Non-Negotiable Secured Promissory Notes and 5-year warrants to purchase an aggregate 4,250,000 shares of the company's common stock at $0.10 per share.

Braswell Enterprises, L.P., an entity controlled by Audrey L. Braswell, a director of the company, participated in $75,000 of these Notes. The Notes mature on the earlier of (i) 60 days from the Closing Date or (ii) three business days after the closing of a minimum of $4,000,000 in financing, and such date is known as the "Maturity Date." If the company does not pay the Notes and any accrued interest thereon by the Maturity Date, then the company must issue to the note-holders additional 5-year warrants to purchase an aggregate 2,125,000 shares of the company's common stock at $0.10 per share for each 30 day period that the Notes and any accrued interest thereon goes unpaid. The Notes are secured by all assets of the company and its subsidiaries, however, subordinate to a $2,250,000 senior secured debt and pari-passu with $2,000,000 of subordinated secured debt.

The company shall provide "piggyback" registration rights for the Warrants and Additional Warrants on any registration statement filed within six months of the May 27 Closing Date. The holders of the Warrants and Additional Warrants also have the right to participate in any registration for a registered public offering involving an underwriting. Additionally, the holders of at least a majority of the Warrants and Additional Warrants may submit a written request demanding that the company register the Warrants and Additional Warrants, which registration statement shall be filed within 45 days after receipt of such request.

Headquartered in Atlanta, GA, I2Telecom International Inc. (OTCBB:ITUI) -- http://www.i2telecom.com/-- provides high-quality international and domestic long distance calling services tosubscribers at a fraction of the cost of traditional carriers byleveraging the power of the internet.

The company's patents-pending VoiceStick(TM) device enables anytelephone or business phone system (PBX) to access the company'sglobal network and advanced routing technologies to complete mostof the call over the internet, paying only for the last leg of theconnection.

* * *

Freedman & Goldberg CPA's raised substantial doubt on the abilityof i2 Telecom International, Inc., to continue as a going concernafter it audited the company's financial statements for the yearended Dec. 31, 2007. The auditor pointed to the company's ongoing losses from operations since its inception and the uncertain conditions that it faces relative to its ongoing debt and equity fund-raising efforts.

The company posted a net loss of $9,088,752 on total revenues of$865,151 for the year ended Dec. 31, 2007, as compared with a netloss of $5,800,177 on total revenues of $754,939 in the prioryear.

At Dec. 31, 2007, the company's consolidated balance sheet showed$3,945,880 in total assets and $6,528,954 in total liabilities,resulting in $2,583,074 of stockholders' deficit.

IGENE BIOTECH: McElravy Kinchen Raises Going Concern Doubt---------------------------------------------------------- McElravy, Kinchen & Associates, P.C., in Houston, raised substantial doubt on the ability of IGENE Biotechnology, Inc. to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor pointed to the company's recurring net losses aggregating approximately $48,739,000 from inception to Dec. 31, 2007, and its liabilities exceeded its assets by approximately $14,360,000 at that date.

Tate & Lyle Agreement

In an effort to develop a dependable source of production, on March 19, 2003, Tate & Lyle PLC and IGENE announced a 50:50 joint venture to produce AstaXin(R) for the aquaculture industry. Production utilized Tate & Lyle's fermentation capability together with the unique technology developed by Igene. Part of Tate & Lyle's existing Selby, England, citric acid facility was modified to include the production of 1,500 tons per annum of astaxanthin.

As of Oct. 31, 2007, IGENE has terminated its relationship with the Joint Venture with Tate & Lyle. Igene maintains the saleable inventory after the termination of the relationship and is currently reviewing alternatives for a future manufacturing alternative. In the interim, Igene will sell the existing inventory in order to maintain its relationship with customers and use these funds to cover expenses. Revenues reported during fiscal year 2007 were derived from sales of AstaXin(R) to fish producers in the aquaculture industry in Chile.

IGENE is currently researching various alternatives for future production but has not yet engaged any new source of production.

Liquidity and Capital Resources

Over the next twelve months, the company will need additional working capital. Part of this funding is expected to be received from sales of AstaXin(R), resulting in increased cash through the third quarter of 2008. Thereafter, sales are expected to decline to zero and remain negligible until a source of production is identified and production begins. There will be additional delay between the commencement of production and the receipt of proceeds from any sale of such product. However, there can be no assurance that projected cash from sales, or additional funding, will be sufficient for the company to fund its continued operations.

Default Upon Senior Securities

IGENE entered into Convertible Promissory Notes with NorInnova AS, Knut Gjernes, Magne Russ Simenson, and Nord Invest AS for a total of $805,000. Each of the Convertible Notes had a maturity date of Nov. 1, 2004.

On Nov. 29, 2006, holders of the Convertible Notes filed a complaint against the company in the Circuit Court of Howard County, Maryland seeking payment of all outstanding amounts due under the Convertible Notes. On Feb. 23, 2007, Igene, paid $762,638 to the Convertible Note holders as settlement of all claims related to the Convertible Notes. The complaint was dismissed on March 6, 2007.

Result of Operations

The company had a net loss of $1,899,073 for the year ended Dec. 31, 2007, much lower than the $2,431,910 net loss reported during the previous fiscal year. The company recorded a gross profit of $605,098 on $2,286,730 in sales for the 2007 fiscal year. The company had no sales and gross profit during the 2006 fiscal year.

The company's balance sheet as of Dec. 31, 2007, showed $13,099,285 in total assets and $27,459,057 in total liabilities, resulting in a stockholders' deficit of $14,359,772. It also had an accumulated deficit of $48,739,830 as of Dec. 31, 2007.

Changes in Accountants

As of January 11, 2008, IGENE dismissed J.H. Cohn LLP as its independent registered public accounting firm as approved by the Audit Committee of the Board of Directors.

The audit report issued by Cohn on the consolidated financial statements of Igene as of and for the years ended December 31, 2006 and 2005, contained an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern.

There was a disagreement related to IGENE's initial accounting for warrants issued in connection with certain debt that arose in connection with Cohn's review of Igene's quarterly report for the quarterly period ended June 30, 2007. As a result, the company restated the financial statements included in its annual report on Form 10-KSB for the year ended Dec. 31, 2006, and the Form 10-QSB for the three months ended March 31, 2007.

The company appointed McElravy as its new independent registered public accounting firm effective as of Jan. 15, 2008.

IGNITION POINT: Defaults on Interest Payments of Debentures-----------------------------------------------------------Ignition Point Technologies Corp. (TSX-V:IPN) has agreed in principle to a proposal to finance and financially restructure its subsidiary TeraSpan Networks Inc.

The Company's interest in TeraSpan, consisting of equity and debt, is its main asset and TeraSpan requires additional financing in order to continue to carry on business. If the TeraSpan Refinancing does not complete promptly, TeraSpan may be forced to cease operations.

The financing and the related conversion of approximately $6.5 million of TeraSpan's debt to equity will significantly improve TeraSpan's balance sheet and will put TeraSpan in a stronger position to capitalize on its business opportunities. The financing proceeds will be used to supplement TeraSpan'sworking capital and are expected to provide TeraSpan with the time required to restructure and secure additional financing to support long-term sustainable operations.

The TeraSpan Refinancing contemplates that a group of investors, the majority of whom are holders of the Company's Debentures,will lend up to $612,500 in aggregate to TeraSpan under debentures bearing interest at 15% and maturing two years from the date of issue. The New Debentures will be convertible into common shares of TeraSpan at the option of the holders at any time and in certain circumstances, at the option of TeraSpan.

In accordance with the conditions of the TeraSpan Refinancing, prior to closing, all of TeraSpan's existing debt, including its debt owing to the Company, will be converted into TeraSpan common shares. The Company will hold 85.7% of TeraSpan's common shares after the conversion. After giving effect to the debt to equity conversion, if the New Debentures of $612,500 are fully converted the Investors will hold 40.5% of TeraSpan's common shares and theCompany's interest will be reduced to 51%.

The TeraSpan Refinancing contemplates that upon closing the Company will be given the right to only one nominee on the Board of Directors of TeraSpan and will accordingly no longer control TeraSpan.

The TeraSpan Refinancing is subject to the parties negotiating, settling and entering into definitive agreements.

Default and Inability to Pay Trade Payables

Currently, the Company is indebted in the aggregate principal amount of $2,500,000, with interest at 15%, is in defaultof its interest payment obligations under this debt, and lacks the liquidity required to make any further interest payments. The TeraSpan refinancing will not rectify this default nor address the Company's inability to pay its trade payables. The holders of the Company's Debentures have not taken action to enforce the debentures, nor have they called a meeting of creditors to enforcethem. The Company is considering its options in relation to its debenture and payables obligations.

INROB TECH: March 31 Balance Sheet Upside-Down by $546,973----------------------------------------------------------Inrob Tech Ltd.'s consolidated balance sheet at March 31, 2008, showed $5,113,869 in total assets and $5,660,845 in total liabilities, resulting in a $546,976 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $1,090,983 in total current assets available to pay $5,445,783 in total current liabilities.

The company reported a net loss of $683,301, on total revenues of $526,743, for the first quarter ended March 31, 2008, compared with a net loss of $640,410, on total revenues of $443,300, in the same period in 2007.

Davis Accounting Group P.C., in Cedar City, Utah, expressed substantial doubt about Inrob Tech Ltd.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firmpointed to the company's operating losses and negative working capital.

About Inrob Tech

Headquartered in Las Vegas, Nevada, InRob Tech Ltd. (OTC BB:IRBL.OB) -- http://www.inrobtech.com/-- is an Israeli-based high- tech company specializing in the planning, manufacturing and service support of advanced wireless and remote control systems, operating all types of robots and other vehicles. The company is Israel's leader in its field, and supports the IDF (Israeli Defence Forces), Israeli police, and other military and civilian companies dealing with security. Founded in 1988, the company works closely with other high-tech companies to provide the most advanced and comprehensive UGV solutions on the market.

IRON MOUNTAIN: S&P Puts 'B+' Rating on $300MM Subordinated Notes----------------------------------------------------------------Standard & Poor's Ratings Services assigned an issue and recovery rating to Iron Mountain Inc.'s $300 million subordinated notes due 2020. The debt was assigned an issue-level rating of 'B+', and a recovery rating of '5', indicating our expectation of modest (10% to 30%) recovery in the event of a payment default.

Proceeds of the new subordinated notes will be used to redeem the company's 8.25% senior subordinated notes due 2011, repay borrowing under the revolving credit facility and for general corporate purposes. The issue and recovery ratings on Iron Mountain Inc.'s other secured and unsecured debt remains unchanged.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

KENT FUNDING: Moody's to Review Caa1 Rating on $325MM Notes-----------------------------------------------------------Moody's Investors Service downgraded and placed on review for possible further downgrade the ratings on these notes issued by Kent Funding III, Ltd.:

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities

KLEROS PREFERRED: Moody's to Review Ca Rating on $80MM Notes------------------------------------------------------------Moody's Investors Service downgraded the ratings of seven classes of notes issued by Kleros Preferred Funding V, Ltd., and left on review for possible further downgrade rating of one of these classes of notes as:

Kleros Preferred Funding V, Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On December 19, 2007 the transaction experienced an event of default caused by a failure of the Class A Sequential Pay Ratio to be greater than or equal to the required amount set forth in Section 5.1(h) of the Indenture dated January 10, 2007. That event of default is continuing.

The rating actions taken today reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the rating of Class A-1 Notes issued by Kleros Preferred Funding V, Ltd. is on review for possible further action.

KLEROS PREFERRED: Moody's to Review Caa2 Rating on $1.8BB Notes---------------------------------------------------------------Moody's Investors Service downgraded the ratings of seven classes of notes issued by Kleros Preferred Funding III, Ltd., and left on review for possible further downgrade rating of one of these classes of notes as:

Kleros Preferred Funding III, Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On January 2, 2008 the transaction experienced an event of default caused by a failure of the Class A Sequential Pay Ratio to be greater than or equal to the required amount set forth in Section 5.1(h)of the Indenture dated September 26, 2006. That event of default is continuing.

The rating actions taken today reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the rating of the Class A-1 Notes issued by Kleros Preferred Funding III, Ltd. is on review for possible further action.

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio.

KLEROS PREFERRED: Moody's Cuts Ratings on 10 Classes of Notes-------------------------------------------------------------Moody's Investors Service downgraded the ratings of 10 classes of notes issued by Kleros Preferred Funding IV, Ltd., and left on review for possible further downgrade rating of two of these classes of notes as follows:

Kleros Preferred Funding IV, Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On December 14, 2007 the transaction experienced an event of default caused by a failure of the Class A Sequential Pay Ratio to be greater than or equal to the required amount set forth in Section 5.1(h) of the Indenture dated December 15, 2006. That event of default is continuing.

The rating actions taken reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the ratings of the Class A-1 and A-2 Notes issued by Kleros Preferred Funding IV, Ltd. are on review for possible further action.

LANDMARK II: S&P Places 'BB' Rating Under Negative CreditWatch--------------------------------------------------------------Standard & Poor's Ratings Services placed its ratings on the class C and D notes issued by Landmark II CDO Ltd., an arbitrage collateralized loan obligation transaction managed by Aladdin Capital Management, on CreditWatch with negative implications. At the same time, S&P affirmed its ratings on the class A and B notes. In addition, S&P affirmed its ratings on the combination notes issued by Landmark II Expert A Ltd.

The CreditWatch placements reflect factors that have negatively affected the credit enhancement available to support the notes since S&P initially rated the deal in September 2002, including defaults and a decline in the overall credit quality of the underlying portfolio.

Standard & Poor's will review the results of current cash flow runs generated for Landmark II CDO Ltd. to determine the level of future defaults the rated classes can withstand under various stressed default timing and interest rate scenarios while still paying all of the interest and principal due on the notes. S&P will compare the results of these cash flow runs with the projected default performance of the performing assets in the collateral pool to determine whether the ratings currently assigned to the notes remain consistent with the credit enhancement available.

LEARNING CARE: S&P Assigns 'B' Corporate Credit Rating------------------------------------------------------Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Novi, Michigan-based Learning Care Group (US) Inc. At the same time, S&P assigned a 'B+' bank loan rating, one notch higher than the corporate credit rating on the company, and '2' recovery rating to its $215 million bank facility, indicating that lenders can expect substantial (70%-90%) recovery in the event of a payment default. The facility consists of a $40 million revolving credit maturing in 2013 and a $175 million term loan maturing in 2015. The ratings outlook is stable. Learning Care Group had pro forma total debt of $285 million as of March 31, 2008.

LEHMAN BROTHERS: Denies Rumors of Liquidity Woes & Fed Loan Access------------------------------------------------------------------Lehman Brothers Holdings Inc.'s share price dropped 9.5% in Tuesday, its lowest in five years, following speculations of liquidity problems, various sources report. However, the firm denies that it is seeking to raise $4 billion in capital, insisting that it has a liquidity of more than $40 billion at the end of the quarter, Dan Wilchins of Reuters writes. In fact, it has bought back an unknown number of shares yesterday.

On Tuesday, the share price dropped $3.22 to $30.61 on the New York Stock Exchange.

Bloomberg News, citing Lehman treasurer Paolo Tonucci, reports that the firm borrowed from the Federal Reserve on April 16 to test a lending program established by the government agency after the collapse of The Bear Stearns Companies Inc. However, it never borrowed from the Federal Reserve since then.

Ben Levisohn of BusinessWeek relates that on June 2, 2008, Standard & Poor's Ratings Service chipped off the firm's debt to A from A+. Investors are anxious of the fact that S&P affirmed it negative watch on Lehman, indicating more downgrades by the rating agency.

As reported in the Troubled Company Reporter on April 14, 2008,Lehman Brothers disclosed in a Form 10-Q filing with the U.S. Securities and Exchange Commission, that, among other things, it liquidated around $1 billion of funds due to "market disruptions" and deteriorating market conditions in 2007 and 2008.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- an innovator in global finance, serves the financial needs ofcorporations, governments and municipalities, institutionalclients, and high net worth individuals worldwide. Founded in1850, Lehman Brothers maintains leadership positions in equity andfixed income sales, trading and research, investment banking,private investment management, asset management and privateequity. The firm is headquartered in New York, with regionalheadquarters in London and Tokyo, and operates in a network ofoffices around the world.

At the same time, S&P assigned LPS' proposed $1.325 billion senior secured credit facilities a 'BBB' rating, with a recovery rating of '1', indicating its expectation for very high (90% to 100%) recovery in the event of a payment default. The proposed facilities consist of a $140 million revolving credit facility expiring 2013, a $700 million first-lien term loan A due 2013, and a $485 million first-lien term loan B due 2014. S&P also rated the company's $400 million senior unsecured notes due 2016 'BB+', with a recovery rating of '3', indicating its expectation for meaningful(50% to 70%) recovery in the event of a payment default.

LPS will use the loan proceeds to refinance existing debt as part of its spin-off from Fidelity National Information Services Inc. (BB/Watch Dev/--).

With revenues of about $1.7 billion, LPS has operations in technology, data, and analytics, which includes mortgage processing services; and loan transaction services, which includes settlement and default management services. Consolidated operating margins are greater than 30%, and although TD&A accounts for only one-third of revenues, it represents almost half of the company's EBITDA.

LEXINGTON PRECISION: March 31 Balance Sheet Upside-Down by $37MM----------------------------------------------------------------Lexington Precision Corp.'s consolidated balance sheet at March 31, 2008, showed $53,965,000 in total assets and $91,402,000 in total liabilities, resulting in a $37,437,000 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $24,181,000 in total current assets available to pay $90,883,000 in total current liabilities.

The company reported a net loss of $1,462,000, on net sales of $21,352,000, for the first quarter ended March 31, 2008, compared with a net loss of $917,000, on net sales of $22,530,000, in the same period in 2007.

The decrease in net sales was a result of decreased unit sales of original equipment automotive components. EBITDA for the first quarter of 2008 was $2,752,000, or 12.9% of net sales, compared to EBITDA of $2,970,000, or 13.2% of net sales, for the first quarter of 2007.

Administrative expenses for the first quarters of 2008 and 2007, included $508,000 and $185,000, respectively, of expenses incurred in connection with the company's efforts to restructure, refinance, or repay its indebtedness. Excluding those expenses, EBITDA for the first quarter of 2008, was $3,260,000, or 15.3% of net sales, compared to EBITDA of $3,155,000 or 14.0% of net sales, for the first quarter of 2007.

Liquidity and Filing of Chapter 11

During the second half of 2006, the company experienced a significant decrease in sales of automotive components, which the company believes, is primarily a result of production cutbacks by the Detroit-based automakers and resultant production cutbacks and inventory adjustments by the company's customers, who are primarily tier-one suppliers to automobile manufacturers.

The company has not made any of the scheduled interest payments due on its Senior Subordinated Notes since Nov. 1, 2006.

The failure to make the scheduled interest payments on the Senior Subordinated Notes caused a cross-default under the agreements governing the company's senior, secured debt.

>From May 25, 2007, through Jan. 24, 2008, the company operated under a forbearance arrangement with six hedge funds that held $25,428,000 aggregate principal amount, or 74.4%, of the company's Senior Subordinated Notes outstanding.

>From May 25, 2007, through Jan. 24, 2008, the company operated under a forebearance arrangement with the company's secured lenders. During the forbearance period, the company remained in compliance with all financial covenants, as modified, and it remained current on all principal and interest payments owed to the secured lenders.

Upon the commencement of the forbearance period, the company engaged the investment banking firm of W.Y. Campbell & Company to assist in the review of the various strategic alternatives available to the company to satisfy its outstanding indebtedness.

During the fourth quarter of 2007, the company received several offers to purchase all or portions of the assets of the Rubber Group.

Based upon these offers and the advice of W.Y. Campbell, the company concluded that (1) the value of the Rubber Group alone is significantly in excess of its total indebtedness and (2) the proposal that would provide the maximum value for all of its constituencies was an offer from a major, multi-national, industrial company to purchase the company's facility in Rock Hill, South Carolina, which specializes in manufacturing molded rubber components for use in medical devices.

The proposed purchase price of $32,000,000 would have resulted in an after-tax gain of approximately $26,000,000.

During January 2008, the company approached the six hedge funds that own a majority of its Senior Subordinated Notes to advise them of the following:

1. The company had decided to pursue the proposal to purchase the Rock Hill facility;

2. The company had received a proposal from a new secured lender to provide it with a $36,700,000 senior, secured credit facility upon completion of the sale of the RockHill facility;

3. The company believed that the proceeds of the sale and the new credit facility would permit it to pay all accrued interest on the Senior Subordinated Notes plus 50% of the principal amount of the Senior Subordinated Notes held by non-affiliates;

4. In order to facilitate the refinancing, the balance of the Senior Subordinated Notes held by non-affiliates would have to be extended to mature on Aug. 31, 2013, and would receive cash interest at 12% per annum; and

5. The company had agreed that the 22.7% of the Senior Subordinated Notes held by affiliates would be converted into shares of its common stock.

At the same time, the company requested an extension of the forbearance agreement to May 31, 2008, in order to provide the prospective purchaser and the new senior, secured lender the time they required to complete their due diligence and documentation.

In late January 2008, the six hedge funds responded with an alternative proposal for an extension of the forbearance arrangement. After reviewing this proposal with the company's counsel and W.Y. Campbell, the company concluded that it would not be in the best interest of all of its creditors and equity holders to proceed with an extension on the terms proposed.

Further discussions were unproductive and, as a result, the forbearance agreement expired on Jan. 25, 2008. Because the forbearance agreement with the hedge funds was not extended, the forbearance agreement with the senior, secured lenders also expired on Jan. 25, 2008, and the company was in default of its senior, secured financing agreements.

Subsequent to the expiration of the forbearance agreements, the company continued discussions with the six hedge funds and proposed a number of transactions for the restructuring of its debt, but each of these proposals was rejected. Ultimately, the company determined that the best available method to effect arestructuring of its debt on terms that would be fair to all of its creditors and stockholders was to utilize the provisions of chapter 11 of the Federal Bankruptcy Code.

On April 1, 2008, the company filed a voluntary petition for relief under chapter 11 of the Federal Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York.

The company said it has experienced no disruptions in its operations to date and, based upon discussions with a significant number of major suppliers and customers, it does not expect any such disruption during the term of the chapter 11 proceedings.

The company intends to file a plan of reorganization with the Bankruptcy Court no later that June 30, 2008, and hope to confirm that plan by Sept. 30, 2008. The company expects that its plan of reorganization will result in a significant reduction in its aggregate indebtedness by means of a conversion of a significant portion of its subordinated debt to equity at a valuation that is reflective of the offers that were received during the sale process. The company says it also intends to retain all of its operations, including the Rock Hill facility.

The company's aggregate indebtedness at March 31, 2008, totaled $70,497,000 plus $9,219,000 of accrued interest on its subordinated debt, compared to $69,091,000 plus $7,564,000 of accrued interest on its subordinated debt at Dec. 31, 2007.

Based in New York, Lexington Precision Corp. --http://www.lexingtonprecision.com/-- manufactures tight-tolerance rubber and metal components for use in medical, automotive, andindustrial applications. As of Feb. 29, 2008, the companiesemployed about 651 regular and 22 temporary personnel.

The company and its affiliate, Lexington Rubber Group Inc., filedfor Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. LeadCase No.08-11153). Richard P. Krasnow, Esq., at Weil, Gotshal &Manges, represents the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claimsagent. The U.S. Trustee for Region 2 appointed seven creditors toserve on an Official Committee of Unsecured Creditors.

When the Debtors filed for protection against their creditors,they listed total assets of $52,730,000 and total debts of$88,705,000.

LIBERTY TAX: Urges UnitHolders to Snub Peachtree Partners' Offer----------------------------------------------------------------Liberty Tax Credit Plus L.P. responded to an unsolicited tender offer by Peachtree Partners to purchase up to 4.9% of the 15,987 outstanding limited partnership units of Liberty at a price of $22.50 per unit, less certain reductions to that purchase price. Peachtree is not affiliated with Liberty or its general partners.

Liberty believes that the Offer's price is inadequate and recommends that its unit holders not tender their units in response to the Offer. Liberty has begun liquidating its investments in other partnerships that own affordable housing properties.

Liberty has already made cash distributions to its unit holders from those liquidations, and it anticipates that it will make additional cash distributions in the future. Liberty holds over $4 million in cash or cash equivalents and it is pursuing the liquidation of its remaining interests in lower-tier partnerships.

While Liberty expects that it will incur additional expenses until it completes the liquidation of its assets, and while there can be no assurance as to when and whether future dispositions of its remaining assets will occur or what additional net proceeds, if any, will be available for distribution to unit holders, Liberty expects that it will make additional cash distributions to its unit holders that will substantially exceed the Offer's price.

In sum, Liberty believes that unit holders will realize superior economic results by retaining their units than by selling them in response to the Offer.

In addition, each unit holder may consult with his, her or its individual tax advisor about the tax consequences of selling or retaining his, her or its units.

Moreover, unit holders may also consider these:

First, the Offer raises certain questions about its potential impact on Liberty's tax status for federal income tax purposes. Liberty is treated, and has since its inception been treated, as a partnership and a pass-through entity for federal income tax purposes -- a tax status that is desirable and beneficial to Liberty and its investors. That beneficial tax status might be lost, and Liberty might be taxed as a corporation, if it were deemed to be a "publicly traded partnership" within the meaning of the Internal Revenue Code and certain regulations promulgated by the Internal Revenue Service.

It is uncertain whether or not the Offer, if consummated, might cause Liberty to be deemed a "publicly traded partnership" since the Offer by itself and in combination with other transfers of Liberty's units, could result in a transfer of more than 2% of the interests in Liberty during the year, which might prevent it from relying on an Internal Revenue Service "safe harbor" protecting against publicly traded partnership treatment.

Accordingly, Liberty will only permit units to be transferred pursuant to the Offer if the general partners determine, in their sole discretion, either that the cumulative total number of transfers in any tax year, including transfers prior to the Offer, transfers pursuant to the Offer and any amount reserved for future transfers outside of the Offer, falls within the safe harbor or that Peachtree has provided sufficient assurances and protection to Liberty, its partners and unit holders to allow the transfers even though the aggregate annual transfers of Liberty units may exceed the 2% safe harbor limitation.

The sufficient assurances and protection by Peachtree would include providing Liberty with:

(i) an opinion of counsel that the Offer will not result in Liberty being deemed to be a "publicly traded partnership" for federal income tax purposes; and

(ii) an agreement to indemnify Liberty, its partners and its unit holders for any loss or liability relating to any adverse tax consequences arising from the Offer. This legal opinion and indemnity must be in a form and content satisfactory to Liberty and its counsel.

Second, the Offering Materials state that Peachtree will not purchase more than 4.9% Liberty's outstanding units, including in that 4.9% amount the units already owned by Peachtree. The Offering Materials, however, do not state how many units Peachtree already owns, so it is impossible to determine from those materials how many units Peachtree is willing to purchase

Third, unit holders are reminded that any unit holder wishing to sell his, her or its units must complete Liberty's standard transfer and subscription documentation in accordance with Liberty's standard practices and procedures.

Among other things, each selling unit holder must individually sign each of Liberty's required transfer documents. Pursuant to Liberty's practices and procedures, Liberty does not accept and, and will not accept in connection with the Offer, signatures by persons other than the selling unit holder who purport to act based on a power of attorney executed by the unit holder.

Liberty also charges a standard $50 administrative fee for processing each transfer request. Persons who wish to sell their units to Peachtree would so advise Peachtree, which will obtain from Liberty, and deliver to the selling unit holder, the required standard transfer documentation.

Each unit holder would consult with his, her or its own investment, tax and legal advisors in deciding whether or not to tender units in response to the Offer. As a precaution to make sure that any tendering unit holder is aware of the disclosures contained in this statement, Liberty will require, as a condition to processing transfer requests, each tendering unit holder to sign a written statement acknowledging that they are aware of and understand the disclosures contained in this press release and that they wish to proceed with the sale of their units to Peachtree anyway.

About Peachtree Partners

Peachtree Partners has 24 years of experience and knowledge to purchase limited partnership interest. The company is a principal buyer that can facilitate sales and has capital base reserves to facilitate any transaction.

About Liberty Tax

Headquartered in New York, Liberty Tax Credit Plus L.P. (OtherOTC: XXLTC.PK) is a limited partnership that invests in otherlimited partnerships, each of which owns one or more leveragedlow- and moderate-income multifamily residential complexes thatare eligible for the low-income housing tax credit enacted in theTax Reform Act of 1986, and to a lesser extent, in localpartnerships owning properties that are eligible for the historicrehabilitation tax credit.

The Partnership's capital was originally invested in thirty-one Local Partnerships. As of Dec. 15, 2007, the properties and therelated assets and liabilities of fifteen Local Partnerships andthe limited partnership interest in eight Local Partnerships weresold. In addition, as of Dec. 15, 2007, the partnership has entered into an agreement to sell its limited partnership interestin one Local Partnership and two Local Partnerships have enteredinto agreements to sell their property and the related assets and liabilities.

As reported in the Troubled Company Reporter on Feb 1, 2008,Liberty Tax Credit Plus LP's consolidated balance sheet atDec. 15, 2007, showed $43.2 million in total assets, $72.2 millionin total liabilities, and $562,906 in minority interests,resulting in a $28.4 million total partners' deficit.

The partnership reported a net loss of $1.3 million for the thirdquarter ended Dec. 15, 2007, versus net income of $1.4 million inthe comparable period in 2006.

LINENS N THINGS: Can Pay $1.5M as Bid Protection------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware authorized and directed Linens 'n Things and its debtor-affiliates to pay a joint venture comprising of Tiger Capital Group, LLC, and SB Capital Group, LLC -- which has been chosen to serve as stalking horse bidder -- a break-up fee of $1,500,000 in accordance with the terms of the Stalking Horse Agreement, in the event the Debtors consummate a sale of their businesses to another party.

The Break-Up Fee will be paid upon the earlier of the closing of the successful bid, or 10 days after the Court's approval of the successful bid.

Prior to their bankruptcy filing, the Debtors engaged in an in-depth analysis to improve their overall financial performance, including the closing of unprofitable stores. As a result, the Debtors identified 120 stores as underperforming stores that should be closed at the outset of the Chapter 11 cases to aid in the reorganization efforts. The Debtors wanted to ease certain of the liquidity restraints by similar themed sales at the Closing Stores by conducting an auction. Eventually, the Honorable Christopher S. Sontchi approved a protocol for the Debtors to auction off assets from 120 stores they intend to close.

According to Bloomberg, after another liquidator appeared in court last week claiming its offer was better, the Tiger Capital and SB Capital joint venture raised its guarantee on Linens' recovery from 92.72% to 94% of the total cost of the merchandise to be sold, which is assumed to aggregate $128,000,000. Gordon Brothers previously said it will counter the bid of Tiger/SB.

The Court has ruled that any competing bid submitted at the auction must provide the Debtors net value, after taking into account payment of the Break-Up Fee, that exceeds the value provided under the Stalking Horse Agreement by $500,000. Each bid submitted after the initial minimum overbid must exceed the amount of the immediately preceding bid by $100,000, provided that the Debtors will not consider the payment of the Break-Up Fee for valuing any bid submitted after the initial minimum overbid.

Judge Sontchi maintains that the Stalking Horse Bidder will not be permitted to credit bid the Break-Up Fee at the auction.

The Associated Press reports, citing company lawyers, that Linens 'n Things on Thursday began the auction of the rights to liquidate merchandise in the stores slated for closure. Money raised in the sale will help keep hundreds of other stores open, company lawyers have said, according to the report.

Clifton, New Jersey-based Linens Holding Co., which does businessthrough its operating subsidiary Linens 'N Things Inc.--http://www.lnt.com/--is the second largest specialty retailer of home textiles, housewares and home accessories in North Americaoperating 589 stores in 47 U.S. states and seven Canadianprovinces as of December 29, 2007. The company is a destinationretailer, offering one of the broadest and deepest selections ofhigh quality brand-name well as private label home furnishingsmerchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntarypetitions under Chapter 11 of the United States Bankruptcy Code inthe United States Bankruptcy Court for the District of Delaware onMay 2, 2008 (Lead Case No. 08-10832). The Canadian operations arenot included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possessionfinancing from General Electric Capital Corp. The company plansto be out of chapter 11 by the end of the year, on this timetable:

LINENS N THINGS: Committee Wants to Retain Carl Marks as Advisor----------------------------------------------------------------The Official Committee of Unsecured Creditors of Linens 'n Things and its debtor-affiliates asks the U.S. Bankruptcy Court for the District of Delaware for authority to retain Carl Marks Advisory Group LLC as financial advisors, effective as of May 9, 2008.

The Committee tells the Court that it has selected Carl Marks because of the firm's diverse experience and extensive knowledge in the field of bankruptcy, financial consulting, and crisis management. The Committee needs assistance in collecting and analyzing financial and other information in relation to the Chapter 11 cases.

As the Committee's financial advisors, Carl Marks will perform these services:

-- analyze the Debtors' current financial position;

-- analyze the Debtors' business plans, cash flow projections, restructuring programs, and other reports or analyses provided by the Debtors or their professionals in order to advise the Committee on the viability of the continuing operations and reasonableness of projections and underlying assumptions;

-- analyze the financial ramifications of proposed transactions by the Debtors, including cash management, assumption/rejection of real property leases and other contracts, asset sales, management compensation or retention and severance plans;

-- analyze the Debtors' internally prepared financial statements and related documentation, in order to evaluate the performance of the Debtors as compared to projected results on an ongoing basis;

-- attend and advise at meetings with the Committee, its counsel, other financial advisors and representatives of the Debtors;

-- assist and advise the Committee and its counsel in the development, evaluation and documentation of any plans of reorganization or strategic transactions, including developing, structuring and negotiating the terms and conditions of potential plans or strategic transactions and the consideration that is to be provided to unsecured creditors thereunder;

-- prepare hypothetical liquidation analyses;

-- perform or review valuations, as appropriate and necessary, of the Debtors' corporate assets;

-- assist in communications with the Debtors, the bondholders, the postpetition lender, equity holders and other constituents;

-- evaluate potential fraudulent conveyances and other instances where recovery is possible outside of the estate;

-- monitor the ongoing performance of the Debtors, keeping the Committee informed on a weekly basis utilizing customized flash reports and represent the Committee's interest to maximize recovery for unsecured creditors;

-- assessment of sale procedures and review and advice to the Committee with respect to proposed asset dispositions;

-- assistance in review of the Debtors' financial information and analysis of motions for which Court approval is sought by the Debtors;

-- assistance in meetings and discussions with other professionals and the Debtors including other classes of creditors;

-- review of financial disclosures of the Debtor, including the Statement of Financial Affairs, Schedules of Assets and Liabilities, and Monthly Operating Reports;

-- analysis and assistance to the Committee with regard to Debtors' DIP financing, cash collateral and other liquidity measures;

-- review and assistance to the Committee in evaluating any employee-related programs;

-- assistance with the review and assumption or rejection on various executory contracts and leases;

-- assistance with the review of claims;

-- assistance in the evaluation and analysis of avoidance actions, including preferential transfers;

-- assistance in the evaluation, analysis and negotiation of any plan of reorganization or liquidation; and

-- any other consulting or assistance as the Committee or its counsel may deem necessary.

Carl Marks will seek a flat monthly fee of $125,000, payable in advance of each month in which Carl Marks will provide services.

The Committee notes that the Fee is an increase of Carl Marks' prepetition date rate of $115,000. However, the Committee has agreed to the increase based in part on the increase in the scope of possible services that Carl Marks will provide.

In addition, Carl Marks will also seek reimbursement of all out-of-pocket and reasonable expenses it incurs in performance of services upon presentation of appropriate documentation to the Debtors and the Committee.

The Committee tells the Court that on April 17, 2008, the Debtors provided Carl Marks with a $60,000 retainer and a $115,000 prepaid monthly fee for services to be rendered to the Ad Hoc Committee for the April 16, 2008 through May 15, 2008 period.

>From April 16, 2008 up to the Petition Date, Carl Marks earned $65,000 on a prorated basis. Its expenses for the period were $3,320. The Committee explains that after deducting the amounts from the total of Carl Mark's prepetition fees of $115,000, Carl Marks is carrying a prepetition credit balance of $46,513, to be applied against Carl Marks' postpetition fees.

The Committee further explains that if Carl Marks is retained, postpetition, effective as of May 9, 2008, the credit balance of $46,513 would be applied against Carl Marks' fees for the May 9 to 31, 2008 period. At the monthly rate which the Committee agreed with Carl Marks, Carl Marks' prorated fees for May 2008 will be $92,742. After application of the credit balance of $46,513, the balance due to Carl Marks as of the end of May is $46,229.

Carl Marks proposes that the Debtors pay it $46,229 upon the Court's approval of its retention, representing the balance of May fees which will be due to Carl Marks for the month. Carl Marks also proposes that the Debtors pay it $125,000 on June 1, 2008 for its June 2008 fees, and that starting on July 1, 2008 until completion, the Debtors pay Carl Marks $125,000.

The Committee tells the Court that Carl Marks reserves the right to seek a completion fee upon the conclusion of the case. The amount of the fee, if any, will depend on the resources Carl Marks has to devote to the engagement, the quality of Carl Marks' work and the views of the members of the Committee. The fee would also be subject to the Court's approval for reasonableness under Section 330 of the Bankruptcy Code.

In its engagement, Carl Marks will be indemnified by the Debtors from all liabilities, losses, judgments, costs and expenses based upon or arising in respect of acts and omissions and decisions made by Carl Marks in the performance of services.

Mark L. Claster, a member and principal in Carl Marks, assures the Court that his firm does not hold any interest adverse to the Debtors, and does not represent any entity having an interest adverse to the Committee in connection with the case. He contends that his firm is therefore eligible to provide consulting services to the Committee under Section 1103(b) of the Bankruptcy Code.

Clifton, New Jersey-based Linens Holding Co., which does businessthrough its operating subsidiary Linens 'N Things Inc.--http://www.lnt.com/--is the second largest specialty retailer of home textiles, housewares and home accessories in North Americaoperating 589 stores in 47 U.S. states and seven Canadianprovinces as of December 29, 2007. The company is a destinationretailer, offering one of the broadest and deepest selections ofhigh quality brand-name well as private label home furnishingsmerchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntarypetitions under Chapter 11 of the United States Bankruptcy Code inthe United States Bankruptcy Court for the District of Delaware onMay 2, 2008 (Lead Case No. 08-10832). The Canadian operations arenot included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possessionfinancing from General Electric Capital Corp. The company plansto be out of chapter 11 by the end of the year, on this timetable:

LINENS N THINGS: Court Approves Protiviti as Advisors-----------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware authorized Linens 'n Things and its debtor-affiliates to employ Protiviti, Inc., as their financial advisors.

The Debtors believe that Protiviti possesses the requisiteresources, and is well-qualified and uniquely able to assist intheir bankruptcy cases. Protiviti was engaged shortly prior tothe Petition Date to provide bankruptcy accounting andadministrative services to the Debtors.

The Court also approves the Debtors' indemnification obligations set forth in their engagement letter with Protiviti, Inc., subject during the pendency of the Chapter 11 cases to these provisions:

-- Protiviti will not be entitled to indemnification, contribution or reimbursement pursuant to the Engagement Letter for services, unless the services and the indemnification are approved by the Court;

-- The Debtors will have no obligation to indemnify Protiviti, or provide contribution or reimbursement to Protiviti, for any claim or expense that is either:

* judicially determined to have arisen from Protiviti's gross negligence;

* for a contractual dispute, in which the Debtors allege the breach of Protiviti's contractual obligations; or

* settled prior to a judicial determination as to Protiviti's gross negligence, willful misconduct, breach of fiduciary duty or bad faith but determined by the Court to be a claim or expense, for which Protiviti should not receive indemnity;

-- If before the entry of an order confirming a plan of reorganization or closing the Chapter 11 cases, Protiviti believes that it is entitled to payment of any amounts on account of the Debtors' indemnification, it must file an application with the Court, and the Debtors may not pay the amounts prior to the Court's approval; and

-- Any limitation on liability or any amounts to be contributed by the parties under the terms of the Engagement Letter will be eliminated.

Clifton, New Jersey-based Linens Holding Co., which does businessthrough its operating subsidiary Linens 'N Things Inc.--http://www.lnt.com/--is the second largest specialty retailer of home textiles, housewares and home accessories in North Americaoperating 589 stores in 47 U.S. states and seven Canadianprovinces as of December 29, 2007. The company is a destinationretailer, offering one of the broadest and deepest selections ofhigh quality brand-name well as private label home furnishingsmerchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntarypetitions under Chapter 11 of the United States Bankruptcy Code inthe United States Bankruptcy Court for the District of Delaware onMay 2, 2008 (Lead Case No. 08-10832). The Canadian operations arenot included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possessionfinancing from General Electric Capital Corp. The company plansto be out of chapter 11 by the end of the year, on this timetable:

Pursuant to the agreement, Michael F. Gries will serve as the Debtors' interim chief executive officer and chief restructuring officer. Additional individuals provided by CDG will provide other critical management services to the Debtors.

The Honorable Christopher S. Sontchi directed the Debtors to file a request to modify the retention of Conway Del Genio if they seek to have the firm's personnel assume executive officer positions that are different from those disclosed in the application. The Court maintains that no principal, employee or independent contractor of the firm will serve as the Debtors' director during the pendency of the bankruptcy cases.

The Court notes that (i) the Debtors are permitted to indemnify those persons serving as executive officers on the same terms as provided to the Debtors' other officers and directors under corporate bylaws, (ii) there will be no other indemnification of Conway Del Genio or its affiliates, and (iii) for a period of three years after the conclusion of Conway Del Genio's engagement, neither the firm nor its affiliates will make any investments in the Debtors.

The Court rules that success fees or other back-end fees, inclusive of restructuring base fee or restructuring incentive fee, will be subject to the Court's approval, provided that no success fees will be paid upon:

-- conversion the Chapter 11 cases to cases under Chapter 7 under the Bankruptcy Code;

-- dismissal of the cases for cause, other than a voluntary dismissal following a restructuring; or

-- appointment of a Chapter 11 trustee.

Clifton, New Jersey-based Linens Holding Co., which does businessthrough its operating subsidiary Linens 'N Things Inc.--http://www.lnt.com/--is the second largest specialty retailer of home textiles, housewares and home accessories in North Americaoperating 589 stores in 47 U.S. states and seven Canadianprovinces as of December 29, 2007. The company is a destinationretailer, offering one of the broadest and deepest selections ofhigh quality brand-name well as private label home furnishingsmerchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntarypetitions under Chapter 11 of the United States Bankruptcy Code inthe United States Bankruptcy Court for the District of Delaware onMay 2, 2008 (Lead Case No. 08-10832). The Canadian operations arenot included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possessionfinancing from General Electric Capital Corp. The company plansto be out of chapter 11 by the end of the year, on this timetable:

Fitch will no longer provide ratings or analytical coverage of Linens.

LITHIUM TECHNOLOGY: Amper Politziner Raises Going Concern Doubt---------------------------------------------------------------In a letter dated May 13, 2008, Amper, Politziner & Mattia, P.C., raised substantial doubt on the ability of Lithium Technology Corporation to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor pointed to the company's recurring losses from operations since inception and working capital deficiency.

The company's operating plan seeks to minimize its capital requirements, but the expansion of its production capacity to meet increasing sales and refinement of its manufacturing process and equipment will require additional capital. The company expects that operating and production expenses will increase significantly. The company has recently entered into a number of financing transactions and is continuing to seek other financing initiatives. The company needs to raise additional capital to meet its working capital needs, for the repayment of debt and for capital expenditures. Such capital is expected to come from the sale of securities. The company believes that if it raises approximately $14,000,000 to $20,000,000 in debt and equity financings it would have sufficient funds to meet its needs for working capital, repayment of debt and for capital expenditures over the next 12 months to meet expansion plans.

Bankruptcy Warning

Management warned that if the company is unsuccessful in completing these financings, it will not be able to meet its working capital, debt repayment or capital equipment needs or execute its business plan. In such case, the company will assess all available alternatives including a sale of its assets or merger, the suspension of operations and possibly liquidation, auction, bankruptcy, or other measures.

Subsequent Events

2008 Debt Settlement

On Mar 11, 2008, the Troubled Company Reporter said that on February 28, Lithium Technology Corporation, GAIA Akkumulatorenwerke GmbH, Arch Hill Ventures N.V., Arch Hill Real Estate N.V. and Arch Hill Capital N.V. executed a Debt Settlement Agreement. Pursuant to the Agreement $5,773,707 of debt owed by LTC and GAIA to the Debtholders was settled. The company is currently evaluating the accounting treatment for this transaction.

Governance Agreement

On Apr. 28, 2008, the company entered into a Governance Agreement with certain of its shareholders, Stichting Gemeenschappelijk Bezit LTC, and Arch Hill Capital NV. The Investors include eight persons or entities that are the beneficial owners of shares of the company's Series C Preferred Stock or Common Stock. The Investors beneficially own approximately 29% of the company's Common Stock in the aggregate. Arch Hill Capital beneficially owns approximately 64% of the company's Common Stock including the shares beneficially owned by its affiliate the Foundation.

The company, the Foundation, Arch Hill Capital and the Investors have determined that it is the best interest of the company and its shareholders to enter into certain governance and other arrangements with respect to the company on the terms set forth in the Governance Agreement. The Governance Agreement provides that as of the Effective Time Ralph D. Ketchum, Marnix Snijder and Clemens E.M. van Nispen tot Sevenaer, directors of the company, resign as directors of the company and that the number of directors of the company be set at six. The Governance Agreement further provides that Fred J. Mulder and Theo M.M. Kremers be appointed directors of the company as of the Effective Time to fill the vacancies on the Board of Directors resulting from the resignation of the Resigning Directors.

Consulting Agreements

In connection with the Governance Agreement, on Apr. 28, 2008, the company entered into a consulting agreements with each of Christiaan A. van den Berg, Fred J. Mulder, OUIDA Management Consultancy B.V., and Romule B.V.

Each of the Consulting Agreements has a term of one year and may be terminated on 60 days written notice. Each Consulting Agreement provides that the Consultant will consult with the directors, officers and employees of the company concerning matters relating to the management and organization of the company, its financial policies, the terms and conditions of employment of the company's employees, and generally any matter arising out of the business affairs of the company.

The Mulder Consulting Agreement with Fred J. Mulder, a newly appointed director of the company, provides for Mr. Mulder to spend approximately 32 hours per month in fulfilling his obligations under the Consulting Agreement and the payment by the company of a monthly fee of $4,167.

The Van Den Berg Consulting Agreement with Christiaan A. van den Berg, the Chief Executive of Arch Hill Capital and the Foundation and the co-chairman of the Board of the company, provides for Mr. van den Berg to spend approximately 32 hours per month in fulfilling his obligations under the Consulting Agreement and the payment by the company of a monthly fee of $4,167.

The Romule Consulting Agreement provides for Frits Obers, an employee of Romule B.V., to spend approximately 160 hours per month in fulfilling his obligations under the Consulting Agreement and the payment by the company of a monthly fee of EUR20,820 (around US$30,000 as of the date of the agreement).

Financials

The company posted a net loss of $37,251,000 on total product sales of $2,609,000 for the year ended Dec. 31, 2007, as compared with a net loss of $18,899,000 on total product sales of $2,799,000 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $17,531,000 in total assets and $34,452,000 in total liabilities, resulting in $16,921,000 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also showed strained liquidity with $9,008,000 in total current assets available to pay $34,452,000 in total current liabilities.

Lithium Technology Corporation (OTC: LTHU) -- http://www.lithiumtech.com/-- produces unique large-format rechargeable batteries under the GAIA brand name and trademark. The company supplies a variety of military, transportation and back-up power customers in the U.S. and Europe from its two operating locations in Plymouth Meeting, Pennsylvania and Nordhausen, Germany.

MAGNITUDE INFO: March 31 Balance Sheet Upside-Down by $1,673,241----------------------------------------------------------------Magnitude Information Systems's Inc.'s consolidated balance sheet at March 31, 2008, showed $4,448,895 in total assets and $6,122,136 in total liabilities, resulting in a $1,673,241 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $1,243,227 in total current assets available to pay $6,122,136 in total current liabilities.

The company reported a net loss of $2,137,393, on total revenues of $13,914, for the first quarter ended March 31, 2008, compared with a net loss of $1,371,354, on total revenues of $3,073, in the same period in 2007.

Headquartered in Branchburg, New Jersey, Magnitude InformationSystems Inc. (OTC BB: MAGY.OB) -- http://www.magnitude.com/-- was prior to its change in its strategic business plan in 2007,engaged in marketing of the company's integrated suite ofproprietary ergonomic software modules. Following the company'sacquisition of Kiwibox Media Inc. on Aug. 16, 2007, the companyderives its revenues from advertising on the KiwiBox website.

Founded in 1999, Kiwibox.com is the first social networking destination and online magazine where teens produce, discover, and share content.

Mars CDO I, Ltd. is a collateralized debt obligation backed primarily by a portfolio of CDO securities. On Jan. 23, 2008 the transaction experienced an event of default caused by a failure of the Class A-3 Overcollateralization Ratio to be greater than or equal to the required amount set forth in Section 5.1(i) of the Indenture dated April 18, 2007; that event of default is continuing. Also, Moody's has received notice from the Trustee that it has been directed by a majority of the controlling class to declare the principal of and accrued and unpaid interest on the Notes to be immediately due and payable.

The rating actions taken reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class.

MARSHALL HOLDINGS: March 31 Balance Sheet Upside-Down by $2.4MM---------------------------------------------------------------Marshall Holdings International Inc.'s consolidated balance sheet at March 31, 2008, showed $11,769,411 in total assets and $14,188,058 in total liabilities, resulting in a $2,418,647 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $5,062,041 in total current assets available to pay $12,629,671 in total current liabilities.

The company reported a net loss of $572,911, on sales of $312,089, for the first quarter ended March 31, 2008, compared with net income of $650,742, on sales of $2,741,008, in the same period in 2007.

The decrease in sales was primarily due to a few large transactions occurring in the first two quarters of 2007 and is not considered to be reoccurring. Additionally sales decreased as a lack of working capital resulting in diminished inventory levels.

The company's working capital needs and capital expenditure requirements have increased as a result of increased costs associated with operations.

For the fiscal quarter ended March 31 2008, Marshall's operations provided cash flow of $123,074 compared to net cash used of $41,125 for the previous fiscal quarter.

Net cash used by financing activities was $135,521 during the quarter ended March 31, 2008, compared to net cash provided by financing activities of $41,000 for the same period in 2007. The cash used by financing activities resulted from a reduction in long term debt for the first quarter of 2008. The cash provided by financing activities for the first quarter of 2007 was primarily from the sale of restricted stock.

As reported in the Troubled Company Reporter on May 14, 2008,Madsen & Associates CPA's Inc., in Salt Lake City, expressed substantial doubt about Marshall Holdings International Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm said that the company will need additional working capital for its planned activity and to service its debt.

The company has significant debt that were due and payable on September and December 2007.

MEDIA MEGA: Kempisty & Co Expresses Going Concern Doubt-------------------------------------------------------New York-based Kempisty & Company raised substantial doubt on the ability of Media Mega Group, Inc., to continue as a going concern after it audited the company's financial statements for the year ended Jan. 31, 2008. The auditor pointed to the company's loss of $3,055,461 an accumulated deficit of $9,305,469 and a working capital deficiency of $3,299,414.

The company posted a net loss of $3,055,461 on total revenues of $4,535,455 for the year ended Jan. 31, 2008, as compared with a net loss of $3,276,221on total revenues of $3,457,091 in the prior year.

At Jan. 31, 2008, the company's balance sheet showed $1,057,061 in total assets and $3,483,152 in total liabilities, resulting in $2,426,091 stockholders' deficit.

The company's consolidated balance sheet at Jan. 31, 2008, also showed strained liquidity with $144,654 in total current assets available to pay $3,444,068 in total current liabilities.

Mega Media Group, Inc. (MMDA.OB) -- http://www.megamediagroup.com-- through its subsidiaries, operates as a multi-media company that focuses on entertainment and media, and Russian ethnic media in North America. The company offers a range of services, including talent management, corporate and lifestyle branding, music publishing, recording, music production and distribution, video production and distribution, radio broadcasting, and Russian ethnic programming. It also focuses on providing Russian-ethnic entertainment content to the Russian-American community through its radio station, live promotions, and recorded ethnic music projects. The company was founded in 2004 and is headquartered in New York, New York.

MERCURY CDO: Moody's Downgrades Ratings to C on Two Note Classes----------------------------------------------------------------Moody's Investors Service has downgraded and placed on review for possible further downgrade the ratings on these notes issued by Mercury CDO II, Ltd.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

MEZEY HOWARTH: Posts $3,289,000 Net Loss in 2008 First Quarter--------------------------------------------------------------Mezey Howarth Racing Stables Inc. reported a net loss of $3,289,000, for the first quarter ended March 31, 2008, compared with a net loss of $1,980 from inception to March 31, 2007.

The company did not generate any revenues for both periods.

At March 31, 2008, the company's consolidated balance sheet showed in $1,700,326 in total assets, $1,615,800 in total liabilities, and $84,526 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also showed strained liquidity with $28,243 in total current assets available to pay $240,950 in total current liabilities.

The company just exited the development stage, has not earned any significant revenues from operations as of March 31, 2008, and requires additional financing.

About Mezey Howarth

Based in San Clemente, Calif., Mezey Howarth Racing Stables Inc. (OTC BB: MZYHE.OB) -- http://www.mezeyhowarth.com/-- buys, sells and races thoroughbred race horses of every age from broodmares, weanlings, and yearlings to racing age horses. Initially the company is focusing on the claiming aspect of the business model while it develops a barn of stake level horses and yearlings.

MI DEVELOPMENTS: Calls Special Meeting on Reorganization Proposal -----------------------------------------------------------------MI Developments Inc. (TSX: MIM.A, MIM.B; NYSE:MIM) has called a special meeting of shareholders to be held in Toronto, Canada, on July 24, 2008, to consider the reorganization proposal received by MID on March 31, 2008 on behalf of various MID shareholders, including entities affiliated with Frank Stronach, MID's controlling shareholder. The Reorganization Proposal is supported by more than 50% of MID's Class A shareholders and approximately 95% of Class B shareholders.

The Board of Directors of MID has constituted a Special Committee of the Board to review and make recommendations relating to the Reorganization Proposal. The Special Committee is currently engaged in reviewing the Reorganization Proposal and neither the Special Committee nor the Board has made any decisions or recommendations with respect thereto. The Board may postpone or cancel the Special Meeting at any time.

If implemented, the Reorganization Proposal would be carried out by way of a court-approved plan of arrangement under Ontario law, requiring at least two-thirds of the votes cast by each class of MID's shareholders in favor of the proposal at the Special Meeting. In addition, the reorganization would be subject to applicable regulatory approvals, including those contained inMultilateral Instrument 61-101. The proposed reorganization is also conditional on, among other things, Magna International Inc.'s participation in the proposed transaction. The Reorganization Proposal contemplates MID calling the Special Meeting by May 30, 2008 and closing the transaction no later than July 30, 2008. The Reorganization Proposal is subject to certainmaterial conditions and there can be no assurance that the transaction contemplated by the Reorganization Proposal will be completed.

About MID

MID -- http://www.midevelopments.com/-- is a real estate operating company focusing primarily on the ownership, leasing, management, acquisition and development of a predominantly industrial rental portfolio for Magna and its subsidiaries in North America and Europe. MID also acquires land that it intends to develop for mixed-use and residential projects. MID holds a controlling interest in MEC, North America's number one owner and operator of horse racetracks, based on revenue, and one of the world's leading suppliers, via simulcasting, of live horse racing content to the growing inter-track, off-track and account wagering markets.

MIDWEST GENERATION: Fitch Affirms 'BB' Issuer Default Rating------------------------------------------------------------Fitch Ratings has affirmed the Issuer Default Ratings of Edison International and its core electric utility subsidiary, Southern California Edison at 'BBB-' and 'A-', respectively. At the same time, Fitch has affirmed the IDRs of intermediate holding companies Mission Energy Holding Co. and Edison Mission Energy at 'BB-'and the IDR of EME subsidiary Midwest Generation at 'BB'.

In addition, Fitch has affirmed the securities ratings of SCE, EME and MWG. The Rating Outlook is Stable. Approximately $13 billion of debt is affected by the rating action.

The EIX IDR and Stable Rating Outlook are supported by the strong, relatively predictable earnings and cash flows of its core electric operating utility subsidiary, SCE, which accounts for approximately three-quarters of consolidated EIX earnings before interest, taxes, depreciation and amortization. The EIX ratings also consider improved operating results at EIX's unregulated power generation subsidiary EME, driven primarily by higher wholesale energy prices. Ample liquidity exists at EIX with approximately $1.6 billion of cash and cash equivalents and short-term investments on EIX's consolidated balance sheet as of March 31, 2008 and approximately $4.3 billion available from bank facilities totaling $5.1 billion.

The Internal Revenue Service is challenging certain cross border leveraged lease transactions entered into by EIX subsidiary Edison Capital. Total exposure could be as high as $2.5 billion including interest and penalties. EIX is currently engaged in settlement discussions with the IRS. The ultimate outcome in the IRS inquiry is uncertain.

SCE's credit quality is dependent upon its ability to execute and recover its large, projected capital spending budget which is expected to average just under $4 billion per annum through 2011. Pre-approval of construction spending, regulatory balancing accounts and mechanisms and forward looking test years ameliorate concerns regarding recovery of planned infrastructure investment and other expenses. The ratings also consider capital structure requirements imposed by the CPUC that limit the amount of dividends SCE may pay to its corporate parent, EIX. The ratings assume an outcome in SCE's pending 2009 general rate case consistent with Fitch's earnings and cash flow estimates.

EME and MWG's ratings reflect sharp improvement in earnings and cash flows in recent years due to meaningfully higher wholesale power prices compared to depressed levels earlier in this decade. The ratings also reflect the beneficial effect of debt restructuring and asset sales in recent years, including lower fixed costs and greater financial flexibility. Further improvement in ratings is impeded by the company's high legacy debt leverage and strategic plans to diversify its resource base through major investment in wind, natural gas and advanced fuel technology plant development. Execution risk associated with EME's capital investment plan is a source of concern for investors as is the impact of further environmental regulations.

EIX is the parent company of SCE, one of the largest investor-owned utilities in the U.S., and EME, an unregulated power company. SCE serves more than 4.8 million customers in a 50,000 square mile service territory encompassing central, coastal and southern California with a total population of 13 million. Through its operating subsidiaries, EME develops, leases, owns, operates and sells the output of its power generation facilities, which are primarily located in the U.S.

MISSION ENERGY: Fitch Affirms 'BB-' Issuer Default Rating---------------------------------------------------------Fitch Ratings has affirmed the Issuer Default Ratings of Edison International and its core electric utility subsidiary, Southern California Edison at 'BBB-' and 'A-', respectively. At the same time, Fitch has affirmed the IDRs of intermediate holding companies Mission Energy Holding Co. and Edison Mission Energy at 'BB-'and the IDR of EME subsidiary Midwest Generation at 'BB'.

In addition, Fitch has affirmed the securities ratings of SCE, EME and MWG as listed below. The Rating Outlook is Stable. Approximately $13 billion of debt is affected by the rating action.

The EIX IDR and Stable Rating Outlook are supported by the strong, relatively predictable earnings and cash flows of its core electric operating utility subsidiary, SCE, which accounts for approximately three-quarters of consolidated EIX earnings before interest, taxes, depreciation and amortization. The EIX ratings also consider improved operating results at EIX's unregulated power generation subsidiary EME, driven primarily by higher wholesale energy prices. Ample liquidity exists at EIX with approximately $1.6 billion of cash and cash equivalents and short-term investments on EIX's consolidated balance sheet as of March 31, 2008 and approximately $4.3 billion available from bank facilities totaling $5.1 billion.

The Internal Revenue Service is challenging certain cross border leveraged lease transactions entered into by EIX subsidiary Edison Capital. Total exposure could be as high as $2.5 billion including interest and penalties. EIX is currently engaged in settlement discussions with the IRS. The ultimate outcome in the IRS inquiry is uncertain.

SCE's credit quality is dependent upon its ability to execute and recover its large, projected capital spending budget which is expected to average just under $4 billion per annum through 2011. Pre-approval of construction spending, regulatory balancing accounts and mechanisms and forward looking test years ameliorate concerns regarding recovery of planned infrastructure investment and other expenses. The ratings also consider capital structure requirements imposed by the CPUC that limit the amount of dividends SCE may pay to its corporate parent, EIX. The ratings assume an outcome in SCE's pending 2009 general rate case consistent with Fitch's earnings and cash flow estimates.

EME and MWG's ratings reflect sharp improvement in earnings and cash flows in recent years due to meaningfully higher wholesale power prices compared to depressed levels earlier in this decade. The ratings also reflect the beneficial effect of debt restructuring and asset sales in recent years, including lower fixed costs and greater financial flexibility. Further improvement in ratings is impeded by the company's high legacy debt leverage and strategic plans to diversify its resource base through major investment in wind, natural gas and advanced fuel technology plant development. Execution risk associated with EME's capital investment plan is a source of concern for investors as is the impact of further environmental regulations.

EIX is the parent company of SCE, one of the largest investor-owned utilities in the U.S., and EME, an unregulated power company. SCE serves more than 4.8 million customers in a 50,000 square mile service territory encompassing central, coastal and southern California with a total population of 13 million. Through its operating subsidiaries, EME develops, leases, owns, operates and sells the output of its power generation facilities, which are primarily located in the U.S.

MONTAUK POINT CDO: Moody's Puts Junk Ratings Under Review ---------------------------------------------------------Moody's Investors Service downgraded and left on review for possible downgrade the ratings on these notes issued by Montauk Point CDO, Ltd.:

* Executed a letter of intent with Petro Energy Corp. whereby Mystique and Petro Energy Corp. would merge by means of an amalgamation or other business arrangement.

* Filed a plan of arrangement with Alberta Court of Queen's Bench.

* Obtained approval of the Plan by unsecured creditors.

Additional corporate events so far in 2008 include:

* Completed the initial cash distribution to unsecured creditors.

* Obtained approval for the extension of the Plan until 2008-09-15 to provide additional time for the anticipated business combination with Petro Energy Corp to be completed and to make a final cash distribution to unsecured creditors.

About Mystique Energy

Headquartered in Alberta, Canada, Mystique Energy Inc. --http://www.mystiqueenergy.ca/-- (TSXV: MYS) is a junior oil & gas company focused on exploration and development of petroleum and natural gas reserves, with production in western Alberta.

The company filed for creditor protection under the Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended on April 24, 2007. The Court appointed Ernst & Young Inc. to act as officer of the Court to monitor the business and affairs of the company until discharged by the Court.

NBTY INC: To Acquire Leiner Health Assets for $230,000,000----------------------------------------------------------Leiner Health Products, Inc., entered into an Asset Purchase Agreement for the sale of substantially all of its assets to NBTY, Inc., on May 30, 2008.

NBTY will acquire the company for $230,000,000 plus assumption of certain liabilities.

The Agreement is subject to higher or better offers that may be submitted by competing bidders in connection with a process conducted under the supervision of the bankruptcy court presiding over Leiner's chapter 11 bankruptcy case. If a higher or better offer is submitted, an auction will be conducted on June 9, 2008, in which case the terms of the Agreement may change.

The NBTY Agreement provides for a purchase price adjustment downward if the amount of actual working capital at closing is less than $116,500,000, and for a purchase price adjustment upward if the amount of actual working capital at closing is greater than $126,500,000.

Simultaneously with the execution of the Agreement, NBTY and Leiner also entered into an escrow agreement pursuant to which a portion of the purchase price is held in escrow until the closing of the purchase transaction. In addition to the bankruptcy court process, the transaction is subject to regulatory and other customary approvals. If no higher or better offer is submitted by a competing bidder, the purchase transaction contemplated by the Agreement is expected to close no later than September 2008.

About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --http://www.leiner.com/-- manufacture and supply store brand vitamins, minerals and nutritional supplements products, and over-the-counter pharmaceuticals in the US food, drug and mass merchantand warehouse club retail market. In addition to their primaryVMS and OTC products, they provide contract manufacturingservices. During the fiscal year ended March 31, 2007, the VMSbusiness comprised approximately 61% of net sales. On March 20,2007, they voluntarily suspended the production and distributionof all OTC products manufactured, packaged or tested at itsfacilities in the US.

The U.S. Trustee for Region 3 appointed creditors to serve on an Official Committee of Unsecured Creditors in these cases. The Committee is represented by Saul Ewing LLP as bankruptcy counsel, and FTI Consulting Inc., as financial advisors.

As reported in the Troubled Company Reporter on April 10, 2008, the Debtors' schedules of assets and liabilities showed total assets of $133,412,547 and total debts of $477,961,526.

NBTY INC: Leiner Health Agreement Won't Affect S&P's 'BB' Rating----------------------------------------------------------------Standard & Poor's Ratings Services said that there would be no immediate impact on Bohemia, New York-based NBTY Inc.'s (BB/Stable/--) ratings or outlook following the company's announcement that it entered into an Asset Purchase Agreement for the purchase of substantially all of the assets of Leiner Health Products Inc.(unrated). The current purchase price is $230 million plus the assumption of certain liabilities, yet is subject to higher or better offers that may be submitted by competing bidders under Leiner's current chapter 11 proceedings.

Terms of the agreement may change if a higher offer is submitted, and an auction will be conducted on June 9, 2008. S&P estimate that at the currently proposed price, NBTY's leverage will increase to closer to 2x (from levels of about 1.6x at March 31, 2008), and that credit measures will remain strong enough for the current rating. However, if NBTY proceeds with the purchase at a materially higher price, S&P will then determine what, if any, impact this could have on the rating or outlook when more details emerge. NBTY is a vertically integrated vitamin, minerals, and supplements manufacturer and marketer, with a three-tier distribution strategy, which includes retail, wholesale, and direct-response channels.

NEONODE INC: Has Until June 30 to Comply with Nasdaq Criteria-------------------------------------------------------------Neonode Inc. received a NASDAQ Staff deficiency letter from The NASDAQ Stock Market Listing Qualifications Department stating that for the last 10 consecutive business days, the market value of listed securities of the company has been below the minimum $35 million requirement for continued inclusion under Marketplace Rule 4310 (c)(3)(B).

The notice further states that pursuant to Marketplace Rule 4310(c)(8)(C), the company will be provided 30 calendar days or until June 30, 2008, to regain compliance. If, at anytime before June 30, 2008, the market value of listed securities of the company is $35 million or more for a minimum of 10 consecutive business days, the company may regain compliance with the Marketplace Rules if the NASDAQ staff determines the company is in compliance with the Rule.

The notice states that if compliance with the Rule cannot be demonstrated by June 30, 2008, the NASDAQ staff will provide written notification that the company's securities will be delisted.

Furthermore, the notice indicates that the company does not comply with the alternative listing requirement to the Rule under Marketplace Rule 4310(c)(3)(A) or 4310(c)(3)(C) which require minimum stockholders' equity of $2,500,000 or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

The company has the right to appeal any NASDAQ staff's determination to delist its securities to a Listing Qualifications Panel.

About Neonode Inc.

Neonode Inc. (Nasdaq: NEON) -- http://www.neonode.com/-- is a Swedish mobile communication company that specializes in opticalfinger based touch screen technology. The company designs anddevelops mobile phones under its own brand and licenses itspatented touch screen technologies, zForce(TM) and neno(TM) tothird parties. Neonode USA's main office is located in New YorkCity.

As reported in the Troubled company Reporter on May 29, 2008,Neonode Inc.'s consolidated balance sheet at March 31, 2008,showed total assets of $13.9 million and total liabilities of $23.4 million, resulting in a roughly $9.4 million of total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet alsoshowed strained liquidity with $13.3 million in total current assets available to pay $23.3 million in total current liabilities.

The company reported a net loss of $11.4 million, on total net sales of $391,000, for the first quarter ended March 31, 2008, compared with a net loss of $2.5 million, on total net sales of $249,000, in the same period last year.

Going Concern Doubt

BDO Feinstein International AB, in Stockholm, Sweden, expressedsubstantial doubt about Neonode Inc.'s ability to continue as agoing concern after auditing the company's consolidated financialstatements for the year ended Dec. 31, 2007. the auditing firmpointed to the company's recurring losses, negative cash flowsfrom operations, and working capital deficiency.

NETTEL HOLDINGS: Kabani & Company Expresses Going Concern Doubt---------------------------------------------------------------Kabani & Company, Inc., on May 1, 2008, raised substantial doubt on the ability of Nettel Holdings, Inc., to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2008.

The auditor pointed to the company's of $4,176,773 during the year ended Dec. 31, 2007, and accumulated deficit of $11,144,484 as of Dec. 31, 2007.

The company posted a net loss of $4,176,773 on total revenues of $21,505,122 for the year ended Dec. 31, 2008, as compared with a net loss of $783,527 on total revenues of $7,832,916 in the prior year.

At Dec. 31, 2008, the company's balance sheet showed $1,237,178 in total assets, $898,734 in total liabilities, and $338,444 in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2008, showed strained liquidity with $948,961 in total current assets available to pay $898,734 in total current liabilities.

Nettel Holdings Corporation -- http://nettelholdings.com/-- is a holding company owning subsidiaries engaged in a number of diverse business activities, the most important of which are Telecommunication and Software. As an incubator for high technology companies, Nettel Holdings is dedicated to nurturing high-growth, high-tech businesses into profitable industry leaders. In addition, to providing the necessary financing, Nettel Holdings provides business support services that accelerated the successful development of our subsidiaries by providing them with an array of targeted resources and services. The company is headquartered at Longview, Wash.

NEXHORIZON COMMS: March 31 Balance Sheet Upside-Down by $2,695,158------------------------------------------------------------------NexHorizon Communications Inc.'s consolidated balance sheet at March 31, 2008, showed $3,925,795 in total assets and $6,620,953 in total liabilities, resulting in a $2,695,158 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $443,397 in total current assets available to pay $2,313,001 in total current liabilities.

The company reported a net loss of $954,702, on net sales of $473,164, for the first quarter ended March 31, 2008, compared with a net loss of $130,510, on net sales of $55,626, in the same period in 2007.

KMJ Corbin & Company LLP, in Irvine, California, expressed substantial doubt about NexHorizon Communications Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing fir pointed to the company's recurring lossesfrom operations, working capital deficit, and stockholders' deficit.

About NexHorizon Communications

Headquartered in Westminster, Colo., NexHorizon Communications Inc. (OTC: NXHZ) -- http://www.nexhorizon.us/-- operates as a rural community cable service provider that delivers a 'triple-play' of digital video, high-speed data, voice over Internet protocol (VoIP), and other related broadband solutions. It also intends to provide digital, video on demand, pay per view, high speed Internet, and telephone services.

The auditor reported that during the year ended Dec. 31, 2007, the company suffered a loss from operations of $8,498,219 and used $855,448 of cash in operating activities. As of Dec. 31, 2007, the company has accumulated a deficit of $24,181,911, had a working capital deficit of $1,694,448 and a stockholders' deficit of $6,870,114. The company has defaulted on several of its liabilities. Subsequent to Dec. 31, 2007, the company has closed two clothing retail stores, and has entered into agreements to sell two of its commercial real estate properties.

Management's plans to enable the company to continue as a going concern include closing under-performing retail locations, raise capital through the company's equity line of credit upon the effectiveness of a pending S-1 Registration Statement, reduce expenses through consolidating or disposing of certain subsidiary companies, and convert certain debt into shares of the company's common stock.

"Primarily, revenues have not been sufficient to cover the company's operating costs," the management stated.

The company posted a net loss of $8,498,219 on total revenues of $3,232,488 for the year ended Dec. 31, 2007, as compared with a net loss of $1,983,297 on total revenues of $1,834,245 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $4,845,485 in total assets and $11,536,648 in total liabilities, resulting in $6,870,114 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also showed strained liquidity with $1,036,555 in total current assets available to pay $2,731,003 in total current liabilities.

NPS PHARMACEUTICALS: Terminates Senior VP Brian O'Callaghan-----------------------------------------------------------Brian O'Callaghan, Senior Vice President and Chief Commercial Officer OF NPS Pharmaceuticals, Inc., was terminated without cause from his position effective May 29, 2008. The company's commercial operations will now report to Francois Nader, President and Chief Executive Officer. The company's technical operations and business development activities will now report to Luke Beshar, Senior Vice President and Chief Financial Officer. These functions previously reported to Mr. O'Callaghan.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:NPSP) -- http://www.npsp.com/-- is developing specialty therapeutics company for gastrointestinal and endocrine disorderswith high unmet medical need. The company is currently advancingtwo late-stage programs. Teduglutide, a proprietary analog ofGLP-2, is in Phase 3 clinical development for intestinal failureassociated with short bowel syndrome as GATTEX(TM) and inpreclinical development for gastrointestinal mucositis andnecrotizing enterocolitis.

* * *

As reported Troubled Company Reporter on May 14, 2008, the AuditCommittee of the Board of Directors of NPS Pharmaceuticals, Inc.,concluded, after consultation with management of the company and areview of the pertinent facts, that the previously reportedfinancial statements contained in the company's Annual Report onForm 10-K for the fiscal year ended Dec. 31, 2007, should not berelied upon due to an error in the computation of the cash sweeppremium interest expense associated with the Secured 8.0% Notesdue on March 30, 2017. The company detected this error during thecourse of the preparation and review of the company's QuarterlyReport on Form 10-Q for the period ended March 31, 2008.

As a result of this error, the company understated accruedinterest expense and retained deficit and overstated income taxespayable on the Consolidated Balance Sheet as of Dec. 31, 2007. Also, as a result of the error, the company understated interestexpense and overstated income tax expense on the ConsolidatedStatement of Operations for the year ended Dec. 31, 2007. Thecompany is currently working on restating the financial statementsthat were included in its Form 10-K for the year ended Dec. 31,2007, and will file an amendment on Form 10-K/A to include therestated financial statements and related disclosures once theyare completed.

NPS Pharmaceuticals Inc.'s consolidated balance sheet at Dec. 31,2007, showed $231.8 million in total assets and $419.8 million intotal liabilities, resulting in a $188.0 million total shareholders' deficit.

ORCHID STRUCTURED: Moody's to Review Caa2 Rating on $65MM Notes---------------------------------------------------------------Moody's Investors Service downgraded and placed on review for possible further downgrade the ratings on these notes issued by Orchid Structured Finance CDO III, Ltd.:

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio.

OCTONION I: Moody's to Review Caa3 Rating on $22.25MM Notes-----------------------------------------------------------Moody's Investors Service downgraded and left on review for possible further downgrade the ratings of one classes of notes issued by Octonion I CDO, Ltd. as:

Class Description: $22,250,000 Class S Floating Rate Notes Due 2014

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Caa3, on review for possible downgrade

Octonion I CDO, Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On February 8, 2008, the transaction experienced an event of default caused by the Principal Coverage Ratio relating to the Class A3 Notes falling below 83.5%, as described in Section 5.1(d) of the Indenture dated March 6, 2007. That event of default is continuing.

The rating actions taken today reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

PACER HEALTH: March 31 Balance Sheet Upside-Down by $9,628,232--------------------------------------------------------------Pacer Health Corp.'s consolidated balance sheet at March 31, 2008, showed $12,831,462 in total assets, $13,846,880 in total liabilities, and $8,612,814 in minority interest in consolidated subsidiary company, resulting in a $9,628,232 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $6,379,437 in total current assets available to pay $8,913,891 in total current liabilities.

The company reported net income of $235,679 for the first quarter ended March 31, 2008, compared with a net loss of $160,432 in the same period of 2007.

Net revenues for continuing operations for the three months ended March 31, 2008, and 2007, were $7,751,511 and $8,150,466, respectively. The decrease in revenue was primarily due to the lack of heavy patient volumes from the warmer winter weather.

The increase in net income is primarily the result of the company's disposal of Minnie G. Boswell Memorial Hospital, which generated net income from discontinued operations of $1,508,239 that included a gain on disposal of $2,352,917.

The company believes that future cash flows from operating activities and from issuances of debt and common stock will provide adequate funds to meet the ongoing cash requirements of its existing business over the next twelve (12) months.

Management also anticipates the expansion of the non-medical services division to contribute to an increase in net income and positive cash flows for the remainder of 2008. Management also anticipates positive cash flows from the additional grants of $900,000 from the revised lease agreement with the Lower Cameron Hospital Service District.

Headquartered in Miami Lakes, Florida, Pacer Health Corp. (OTC BB: PHLH) -- http://www.pacerhealth.com/ -- is an owner-operator of acute care hospitals, medical treatment centers and psychiatric care facilities serving non-urban areas throughout the Southeast as well as a transportation and logistics division that provides trucking/air freight, warehousing and distribution and logistics services throughout the United States.

PAPPAS TELECASTING: Gets Initial Approval to Use Cash Collateral----------------------------------------------------------------The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized Pappas Telecasting Inc. and its debtor-affiliates to use, on an interim basis, cash collateral of a group of financial institution lead by Fortress Credit Corp., as administrative agent and facility agent.

The Court will convene a hearing on June 10, 2008, at 2:00 p.m., to consider final approval of the Debtors' request.

The Debtors intend to employ Moelis & Company as their investment banker to conduct sales of their assets.

As reported in the Troubled Company Reporter on May 26, 2008,the Debtors related that obtaining access to the cash collateralwill help them preserve and maintain the going-concern value oftheir assets and sell them in an orderly manner and return them tocreditors.

A. Prepetition Credit Agreement

Substantially all of the Debtors' assets are subject to securityinterests and liens in favor of Fortress Credit Corp., as agentfor the prepetition lenders. Virtually all of the Debtors' cashconstitutes the prepetition lenders' cash collateral.

The Debtors, Fortress, and prepetition lenders entered into acredit agreement dated March 1, 2006, as amended and restated,which established term loans to provide working capital and forother purposes to the Debtors or the committee.

Since the bankruptcy filing, the Debtors are liable to the agentand prepetition lenders under the credit agreement in the amountof $303,574,665, plus accrued and unpaid interest and fees.

B. Inability to Pay and Asset Sale

The Debtors are presently unable to pay their debts and havedetermined that they are unlikely to do so in the future. Hence,the Debtors commenced the bankruptcy case in order to sellsubstantially all of their assets on a going concern basis as soonas practicable and wind down their business.

The Debtors believe that the immediate sale of their businesses iscritical to preserving their value for the benefit of creditorsand stakeholders.

In 2007, the Debtors related that they began marketing and saleprocess of their assets. The Debtors intend to finalize the saleprocess during the pendency of their chapter 11 case.

As adequate protection, the lenders will receive a security interests in and liens upon all prepetition collateral -- including the cash collateral, to secure payment of an amount equal to any diminution in value of the cash collateral from and after the Debtors' bankruptcy filing.

The lenders' liens and interests are subject to a carve-out for payment to professional advisors to the Debtors and fees payable to the clerk of the Court or the U.S. Trustee. There is a $500,000 carve-out for payment to professionals retained by the Debtors.

Fresno, California-based Pappas Telecasting Inc., aka KMPH, akaKMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and its affiliates are broadcasting companies. Founded in 1971, theirstations reach over 15% of all U.S. households and over 32% ofHispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008(Bankr. D. Del. Case No. 08-10915 through 08-10936). Laura DavisJones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents theDebtors in their restructuring efforts. Administar Services GroupLLC is the Debtors' notice and claims agent. The Debtors listed$100 million to $500 million in assets and debts when they filedfor bankruptcy.

PARADIGM MEDICAL: Chisholm Bierwolf Expresses Going Concern Doubt-----------------------------------------------------------------Chisholm, Bierwolf & Nilson LLC raised substantial doubt on the ability of Paradigm Medical Industries, Inc., to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor pointed to the company's working capital deficit and operating losses.

"The company has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations, and the company has incurred significant losses from operations," the management related.

The company posted a net loss of $1,731,000 on total sales of $1,872,000 for the year ended Dec. 31, 2007, as compared with a net loss of $1,199,000 on total sales of $2,195,000 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $2,174,000 in total assets and $4,314,000 in total liabilities, resulting in $2,140,000 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also showed strained liquidity with $1,819,000 in total current assets available to pay $1,060,000 in total current liabilities.

PARAPET 2006: Moody's to Review Ba3 Rating on $127.5MM Notes ------------------------------------------------------------Moody's Investors Service downgraded and placed on review for possible further downgrade the ratings on these notes issue by Parapet 2006 Ltd.:

Class Description: $137,500,000 Class A Floating Rate Notes Due 2045

Prior Rating: Aa3

Current Rating: Ba3, on review for possible downgrade.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

PARAGON CDO: Moody's Puts Ba1 Rating on $10MM Notes Under Review----------------------------------------------------------------Moody's Investors Service downgraded and placed on review for further possible downgarde the ratings of these notes issued by Paragon CDO, Limited:

According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

PFF BANCORP: Bank Waives Secured Term Loan Payment Until June 16 ----------------------------------------------------------------PFF Bancorp Inc. entered into an amendment and waiver in connection with the restructuring of its secured term loan agreement with a commercial bank. The agreement became effective on May 31, 2008.

The secured term loan has a current outstanding principal balance of $44 million.

The amendment extends the maturity date from May 31, 2008, to June 16, 2008, and provides that the lender will waive a prepayment requirement in connection with proceeds from the sale of a loan expected to be received by the company.

As consideration for the amendment and waiver, the company hasagreed to make an additional payment of $440,000 at the maturity date of the loan in the event of the successful completion of a recapitalization which returns the Bank's capital levels to above "well-capitalized" for regulatory purposes.

The company is pursuing recapitalization transactions that wouldstrengthen the company's capital levels and provide for the retirement of the commercial bank loan.

The company has engaged financial advisors to assist in this effort; however, there can be no assurance that any recapitalization will be consummated.

PIERRE FOODS: In Covenant Default on Wachovia's Credit Facility---------------------------------------------------------------Pierre Foods Inc. notified the administrative agent for its senior credit facility, Wachovia Bank, that it was not able to meet the financial covenants contained in the facility for the fiscal quarter ending March 1, 2008. The company stated that the matter was caused by increased raw material prices and deteriorating market conditions for the processed food industry.

As a result of the covenant defaults, the company's lenders have sent a notice indicating that all borrowings under the facilityshall bear a default rate of interest -- 2% above the non-default rate -- beginning as of Feb. 29, 2008.

The company is in discussions with its lenders and intends to workclosely with them to address the current situation.

The company plans to operate its business without interruption while it evaluates various strategic and restructuring alternatives. The company has taken and will continue to take actions to improve its liquidity, including the implementation of a number of initiatives designed to conserve cash, optimize profitability and right-size the cost structure of the business to reflect the current market environment.

-- strengthening and streamlining the organizational structure to improve the company's marketing-driven product focus and exiting unprofitable business ventures;

-- enhancing the customer experience through a new communication process that provides real-time, cumulative feedback to the company's plants and quality control staff;

-- investing in new research programs to focus key resources on supporting profitable, multi-year initiatives for customers and employees;

The company has retained Perella Weinberg Partners LP as a financial advisor to assist it in evaluating its strategic and restructuring alternatives.

On October 10, 2007, Pierre Foods entered into Amendment No. 4 to to its Credit Agreement dated June 30, 2004, among Pierre Merger Corp., Wachovia Bank, National Association, as administrative and collateral agent; Wachovia Capital Markets, LLC and Banc of America Securities LLC, as joint lead arrangers and book-running managers; and a syndicate of banks, financial institutions and other institutional lenders party. Amendment No. 4 provides for the waiver of the Company's noncompliance with the consolidated leverage ratio financial covenant in the Credit Agreement for the second quarter ended September 1, 2007. It also includes, among other things, a premium of 1.0% on any prepayments of the term loans under the Credit Agreement that are made during the one-year period following the date of Amendment No. 4 -- other than optional prepayments made with excess cash flow -- and certain restrictions, based on the Company's consolidated leverage ratio, on acquisitions and capital expenditures for the construction of new facilities.

Pursuant to the Amendment, the interest rates on term loans under the Credit Agreement were increased by 1.75% at the Company's current ratings. The interest rates on the term loans were to decrease by 0.25% if the Company's corporate family rating and corporate rating is greater than or equal to B2 and B from Moody's and S&P. The interest rates for the revolving credit portion of the Credit Agreement were increased by 1.25%.

As of May 31, 2008, the Company had approximately $240 million of borrowings outstanding under the Credit Agreement.

As reported in the Troubled Company Reporter on June 2, 2008,Moody's Investors Service placed under review for possibledowngrade the long-term ratings of Pierre Foods, Inc., includingthe company's corporate family rating and probability of defaultrating of B3. LGD assessments are also subject to adjustment. The review reflects Moody's concern that Pierre will be unlikelyto improve weak credit metrics and boost profit margins given thehigh costs of the company's commodity raw materials such aschicken and cheese.

Pinnacle Peak CDO I, Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On January 10, 2008, the transaction experienced an event of default that occurs when the Class A2 Coverage Ratio is less than 110 per cent, as described in Section 5.1(d) of the Indenture dated July 3, 2007. That event of default is continuing.

The rating actions reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

PINNACLE POINT FUNDING: Moody's Downgrades Notes Rating to Ca-------------------------------------------------------------Moody's Investors downgraded the ratings of two classes of notes issued by Pinnacle Point Funding II Ltd., and left on review for possible further downgrade rating of one of these classes of notes as:

Pinnacle Point Funding II Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On December 11, 2007 the transaction experienced an event of default caused by a failure of the Par Value Coverage Amount to be greater than or equal to the required amount set forth in Section 5.1(d) of the Indenture dated June 7, 2007. That event of default is continuing. Also, Moody's has received notice from the Trustee that it has been directed by a majority of the controlling class to declare the principal of and accrued and unpaid interest on the Notes to be immediately due and payable.

The rating actions taken today reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the rating of Class A-1B Notes issued by Pinnacle Point Funding II Ltd. is on review for possible further action.

PINETREE CDO: Moody's Puts Ratings on Review for Possible Cut-------------------------------------------------------------Moody's Investors Service downgraded and left on review for possible downgrade the ratings on these notes issued by Pinetree CDO LTD.:

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

PIPER RESOURCES: Can't File March 31 Quarterly Financials on Time-----------------------------------------------------------------Piper Resources Ltd. reports that further to the Company's Notice of Default contained in the news release on May 21, 2008, the following is the Company's bi-weekly default status report pursuant to Appendix B of the Canadian Securities AdministratorsStaff Notice 57-301:

1. Except with respect to the Company's inability to file its Interim Financial Statements for the three months ended March 31, 2008, there has been no material change in the information contained in the Notice of default.

2. There has been no change to any intentions outlined in the Notice of Default.

3. The Company will not be able to file the Interim Statements by the required deadline of May 30, 2008, as it must first complete the Annual Audited Financial Statements for the year ended December 31, 2007.

4. There is no other material information concerning the affairs of Piper that has not generally been disclosed.

The Troubled Company Reporter reported on May 26, 2008, that Piper is unable to file its annual financial statements for the year ended Dec. 31, 2007, due to the uncertainty caused by the company being in protection under the Companies Creditors' Arrangement Act. Piper expects to file the annual financial statements when the uncertainty caused by the CCAA process has been resolved. The company must file its annual financial statements by June 29, 2008, and file timely bi-weekly Default Status Reports to avoid an issuer cease trade order.

About Piper Resources

Headquartered in Calgary, Alberta, Piper Resources Ltd. is a non-listed exploration, development and production company pursuingconventional oil and natural gas opportunities in western Canada.The company's core areas are focused in the Peace River arch areaof northwestern Alberta, with operated production in theGordondale, Pouce Coupe and Sinclair areas.

On Feb. 15, 2008, Piper Resources Ltd. obtained creditor protection under the Companies Creditors Arrangement Act (Canada)pursuant to an Order from the Alberta Court of Queen's Bench. Piper engaged Tristone Capital Inc. as its financial advisor to pursue strategic alternatives for the company in conjunction with the CCAA proceedings. Piper has received subsequent Court orders extending the stay of protection under CCAA until June 12, 2008.

PLASTECH ENGINEERED: Inks Settlement Pact with Fifth Third Bank---------------------------------------------------------------In order to resolve their disputes regarding equipment leases, Plastech Engineered Products Inc. and its debtor-affiliates and Fifth Third Bank have entered into a settlement agreement.

As reported in the Troubled Company Reporter on March 26, 2008, Fifth Third Bank, which leases injection molding machines to the Debtors, previously asked the U.S. Bankruptcy Court for the Eastern District of Michigan to:

a) compel the Debtors to assume or reject the equipment lease;

b) direct the Debtors to pay the obligations under the lease; and

c) compel the Debtors to provide it adequate protection on its interest in the lease.

The Debtors and Fifth Third Bank are parties to a MasterEquipment Lease dated Sept. 30, 2002, pursuant to which itleases 23 injection molding machines to the Debtors. Michael A.Fleming, Esq., at Plunkett Cooney, in Bloomfield Hills, Michigan,told the Court that the Debtors have not paid for their lease on11 injection molding machines due on Feb. 15, 2008, nor havethey indicated any intention to make future payments under theEquipment Lease.

He adds that Fifth Third may, in the very near future, be able tosell some or all of the equipment subject to lease with theDebtors.

In a Court-approved stipulation, the parties agreed that:

(a) The Debtors will continue to make payments and perform any other non-monetary obligations due under their lease(s) with Fifth Third pursuant to Section 365(d)(5) of the Bankruptcy Code.

(b) The Debtors agree to pay, within five business days after entry of a Court order, amounts due for April 2008, and half of May 2008 under Lease Schedule A-1 dated Aug. 21, 2003. Thereafter, the Debtors will pay to Fifth Third on or before the 15th day of each subsequent month, the obligations due for the month ending on that day, which amount will be calculated by dividing the Schedule A-1 semi-annual into six monthly installments.

(c) The Debtors will pay Fifth Third, within five business days from entry of a Court order, amounts due for the months of April and May 2008 under Lease Schedule A-2 dated December 30, 2008. Thereafter, the Debtors will pay to Fifth Third on or before the 30th day of each subsequent month, the obligations due for the month ending on that day. This amount will represent the Schedule A-2 semi-annual payment divided by six.

(d) Any provision of the Leases for semi-annual payments is modified pending the assumption or rejection of the Leases by the Debtors unless the Debtors seek other relief, at which time Fifth Third's rights to respond fully, including to seek semi-annual payments, are preserved.

(e) If the Debtors fail to pay as stipulated with respect to Schedule A-1 or Schedule A-2, Fifth Third may send a notice to the Debtors, which Fifth Third will provide to the Debtors' counsel via electronic mail.

(f) If the Debtors fail to pay within five business days from the date of notice by Fifth Third Bank, Fifth Third will be permitted to renew the Request to Compel.

Nothing in the parties' agreement will be deemed an assumption of the Leases by the Debtors nor an admission by the Debtors that the Leases are, in fact, true leases.

About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --http://www.plastecheng.com/-- is full-service automotive supplier of interior, exterior and underhood components. Itdesigns and manufactures blow-molded and injection-molded plasticproducts primarily for the automotive industry. Plastech'sproducts include automotive interior trim, underhood components,bumper and other exterior components, and cockpit modules. Plastech's major customers are General Motors, Ford Motor Company,and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-owned company in the state of Michigan. The company is certifiedas a Minority Business Enterprise by the state of Michigan. Plastech maintains more than 35 manufacturing facilities in themidwestern and southern United States. The company's products aresold through an in-house sales force.

PLASTECH ENGINEERED: Treasury Dept. Won't Perform Set-off for Now-----------------------------------------------------------------The Michigan Department of Treasury, acting on behalf of debtor-affiliate Plastech Romulus, Inc., agreed to extend the automatic stay in Plastech Engineered Products Inc. and its debtor-affiliates' Chapter 11 cases pending a hearing on June 26, 2008, on its request to vacate the stay to effectuate set-off of tax liabilities.

As reported in the Troubled Company Reporter on May 26, 2008, Deborah Benedict Waldmeir, assistant attorney general at TheMichigan Department of Treasury, related that the businessactivities of Plastech Engineered Products Inc.'s affiliate,Plastech Romulus, Inc., resulted in liabilities to the Treasuryfor single and use tax liabilities that were accrued prepetition. She discloses that the Treasury has filed priority and unsecuredtax claims for the tax liabilities against Plastech Romulus for$493,276 and $21,306.

On the other hand, Plastech Romulus has filed its 2005 and 2006Michigan business tax returns claiming refunds for $379,341 and$446,688, due to the application of 2005 and 2006 MichiganEconomic Growth Authority credits. The Treasury has put anadministrative hold on a portion of the 2005 tax refund and thefull amount of the 2006 tax refund equal to the amount ofTreasury's prepetition tax claims, pending a decision on themotion.

Section 553 of the U.S. Bankruptcy Code provides that a creditor may offset a mutual debt owing by a creditor to the debtor that arose before the commencement of the case against a claim of thecreditor against the debtor that arose before the commencement ofthe case.

About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --http://www.plastecheng.com/-- is full-service automotive supplier of interior, exterior and underhood components. Itdesigns and manufactures blow-molded and injection-molded plasticproducts primarily for the automotive industry. Plastech'sproducts include automotive interior trim, underhood components,bumper and other exterior components, and cockpit modules. Plastech's major customers are General Motors, Ford Motor Company,and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-owned company in the state of Michigan. The company is certifiedas a Minority Business Enterprise by the state of Michigan. Plastech maintains more than 35 manufacturing facilities in themidwestern and southern United States. The company's products aresold through an in-house sales force.

PLY GEM: S&P Affirms Ratings on Adequate Liquidity Position-----------------------------------------------------------Standard & Poor's Ratings Services affirmed its ratings, including its 'B' corporate credit rating, on Cary, North Carolina-based Ply Gem Industries Inc. All ratings were removed from CreditWatch, where they were placed with negative implications on April 11, 2008. The outlook is negative.

At the same time, S&P assigned a 'B' rating and a '3' recovery rating to Ply Gem's proposed $700 million senior secured notes due 2013. The ratings indicate that lenders can expect meaningful (50% to 70%) recovery in the event of a payment default, and are based on preliminary terms and conditions.

Proceeds from the notes in conjunction with an expected $150 million asset-based revolving credit facility will be used to repay the company's senior secured credit facilities.

"The affirmation and CreditWatch removal reflect our assessment that Ply Gem's liquidity position will remain adequate despite difficult operating conditions in the residential construction and remodeling markets that are likely to persist for at least the next several quarters," said Standard & Poor's credit analyst Thomas Nadramia. Liquidity is supported by the company's proposed refinancing of its credit facility (which was recently amended to provide for looser covenants) and a $30 million equity infusion from its owners. Nevertheless, S&P expect that Ply Gem's financial profile will remain weak for the rating during the next several quarters, and any further deterioration from expected levels, due to weaker volumes and continued commodity cost increases, could result in a lower rating.

S&P expect end-market demand for Ply Gem's siding and window products to remain weak for the remainder of 2008 and into 2009 due to poor new construction fundamentals and weaker repair and remodeling spending. A downgrade could occur during this period if reduced construction activity or additional raw-material cost increases further weaken the company's credit measures beyond expected levels or if liquidity narrows meaningfully. Specifically, a narrowing of the interest coverage ratio below 1.2x or reliance on the new asset-based revolver for debt service could trigger a negative rating action. An outlook revision back to stable seems unlikely in the near term given the current operating conditions and Ply Gem's highly leveraged financial profile.

POINT PLEASANT: Moody's Cuts Notes Rating, to Undertake Review--------------------------------------------------------------Moody's Investors Service downgraded the ratings on these notes issued by Point Pleasant Funding 2007-1, Ltd.:

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

PREMD INC: Receives AMEX Delisting Notice & Evaluates Options-------------------------------------------------------------Predictive medicine company PreMD Inc. (TSX: PMD; Amex: PME) has been notified by the American Stock Exchange that it will not continue to support PreMD's plan for regaining compliance with the continued listing standards and that it intends to delistthe Company's common stock from the Exchange by filing a delisting application with the Securities and Exchange Commission pursuant to Section 1009(d) of the AMEX Company Guide. The determination by the staff of the AMEX to initiate the delisting of the common stock from the AMEX is based on the Company's failure to meet several of the Exchange's conditions for continued listing.

Presently, the Company continues to be noncompliant with Sections 1003(a)(i), 1003(a)(ii), and 1003(a)(iii) of the Company Guide, all of which relate to the Company's insufficient stockholder's equity as previously reported in the Company's filings with the SEC. The AMEX also cites deficiencies regarding the Company's ongoing losses and low share price as additional reasons for the staff's determination. The Company is currently evaluating its options in dealing with the AMEX and will provide updates asthey become available. It is management's view that PreMD's delisting on the AMEX does not affect its current listing on the Toronto Stock Exchange.

The Troubled Company Reporter on May 20, 2008, reported that PreMD Inc.'s balance sheet at March 31, 2008, showed total assets of C$3 million and total liabilities of C$8 million, resulting in a total shareholders' deficiency C$5 million. The consolidated net loss for the three months ended March 31, 2008 was $1.6 million compared with a loss of C$1.5 million for the quarter ended March 31, 2007.

About PreMD Inc.

Headquartered in Ontario, Canada, PreMD Inc. (TSX: PMD; Amex: PME) -- http://www.premdinc.com/-- is a predictive medicine company focused on improving health outcomes with non- or minimally invasive tools for the early detection of life-threatening diseases, particularly cardiovascular disease and cancer. The company's products are designed to identify those patients at risk for disease. With early detection, cardiovascular disease and cancer can be effectively treated, or perhaps, prevented altogether. PreMD is developing accurate and cost-effective tests designed for use at the point of care, in the doctor's office, at the pharmacy, for insurance testing and as a home use test.

Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about PreMD Inc.'s ability to continue as a going concern after auditing PreMD Inc.'s financial results for the year ended Dec. 31, 2007. The auditors pointed to the company's loss of C$6.3 million and shareholders' deficiency of C$4,419,890. The auditors also related that the company has experienced significant operating losses and cash outflows from operations since its inception. The company has operating and liquidity concerns due to its significant net losses and negative cash flows from operations.

RESERVOIR FUNDING: Moody's Slashes A3 Rating to Ca on $3MM Notes----------------------------------------------------------------Moody's Investors Service has placed on review for possible downgrade the ratings on these notes issued by Reservoir Funding Ltd.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

Type of Business: The Debtor develops and sells real estate. The Debtor was established in 2005 when 150 lots were purchased for resale. The lots were sold but never closed due to deficiency in sewer service, which under Florida law prohibits occupancy. The Debtor currently owns 30 lots located in Rotunda, Fla.

ROBECO HIGH GRADE: Moody's to Review Ratings for Likely Downgrade-----------------------------------------------------------------Moody's Investors Service downgraded and placed on review for possible further downgrade the ratings on these notes issued by Robeco High Grade CDO I, Ltd.:

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the structured finance securities.

SCIENTIFIC GAMES: S&P Lifts Sub Debt Rating to BB- from B+----------------------------------------------------------Standard & Poor's Ratings Services raised its issue-level rating on Scientific Games Corp.'s existing subordinated debt to 'BB-' from 'B+'. The recovery rating on these securities was revised to '5', indicating that lenders can expect modest (10% to 30%) recovery in the event of a payment default, from '6'.

At the same time, Standard & Poor's assigned its 'BB-' issue-level rating with a recovery rating of '5' to subsidiary Scientific Games International Inc.'s proposed $200 million senior subordinated notes due 2016.

Standard & Poor's also affirmed its issue-level rating on Scientific Games International's proposed $800 million credit facilities at 'BBB-'. The recovery rating on these loans remains at '1', indicating that lenders can expect very high (90% to 100%) recovery in the event of a payment default. The proposed credit facilities consist of a $250 million revolving credit facility and a $550 million term loan ($50 million less than previously proposed).

In addition, Standard & Poor's affirmed its 'BB' corporate credit rating on Scientific Games Corp. The rating outlook is stable.

"The revisions of the subordinated debt issue-level and recovery ratings reflect a net increase in total debt and a decrease in senior secured debt outstanding from that used in our previous recovery analysis," explained Standard & Poor's credit analyst Ben Bubeck. "As a result, a less significant deterioration in cash flow would be required to produce a payment default, which also increases the emergence enterprise value and improves the recovery prospects for the subordinated debt holders."

Despite the fact that Scientific Games will be placing a net of $150 million more debt than previously proposed, S&P's affirmation of the 'BB' corporate credit rating reflects Scientific Games' solid credit metrics for the rating. As indicated in our May 13, 2008 research update, these metrics allowed for moderate capacity to continue to invest in the business and/or pursue additional acquisition opportunities. Furthermore, S&P view the additional liquidity as a positive rating factor given the company's recent success in winning new contracts and the associated capital spending needs as these contracts are ramped up. Still, following the proposed debt issuances, capacity for additional debt is limited at the current rating and outlook.

Proceeds from the proposed $550 million term loan and $200 million senior subordinated notes will be used to refinance the existing credit facilities and are expected to add in excess of $110 million of cash to the balance sheet. The proposed $250 million revolving credit facility will be undrawn at close, although availability will be about $210 million, net of existing letters of credit. The proposed bank facility is due five years from the close of the transaction, subject to certain requirements addressing the refinancing of and a holders "put" option for the existing subordinated debt obligations. The proposed senior subordinated notes will be due in 2016.

The rating on Scientific Games reflects the highly competitive market conditions in the lottery and pari-mutuel industries, the mature nature and capital intensity of the online lottery industry, and the company's acquisitive growth strategy. Still, Scientific Games maintains a leadership position in the instant ticket lottery and pari-mutuel gaming industries, which fuels substantial recurring revenue and a stable cash flow base given long-term contracts. The company also has consistently demonstrated credit metrics appropriate for the rating.

SHAPES/ARCH HOLDINGS: Court Approves Cozen O'Connor as Counsel--------------------------------------------------------------Shapes/Arch Holdings LLC and its debtor-affiliates obtained authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Cozen O'Connor as their counsel.

Cozen O'Connor will:

a) advise the Debtors with respect to their powers and duties as debtors-in-possession;

b) prepare applications, motions, pleadings, briefs, memoranda and other documents and reports as may be required;

c) represent the Debtors in Court;

d) represent the Debtors in its dealings with creditors;

e) represent the Debtors in negotiating, drafting, confirming and consummating a plan of reorganization;

Headquartered in Delair, New Jersey, Shapes/Arch Holdings, LLC, produces custom aluminum extrusions for road and railtransportation and commercial and residential construction. The company also manufactures maintenance aluminum fence systems, for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.08-14631). Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,represents the Debtors in their restructuring efforts. The U.S.Trustee for Region 3 appointed six creditors to serve on anOfficial Committee of Unsecured Creditors. Halperin BattagliaRaich LLP represents the Committee in this cases.

When the Debtors filed for protection against their creditors,they listed assets between $10 million to $50 million and debtsbetween $50 million to $100 million.

SHAPES/ARCH HOLDINGS: Hires Phoenix Mng't as Restructuring Advisor------------------------------------------------------------------Shapes/Arch Holdings LLC and its debtor-affiliates obtained authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Phoenix Management Services, Inc. as their restructuring advisor.

Phoenix Management will:

a) provide assistance to the Debtors and their bankruptcy counsel in supplementing or amending the Chapter 11Plan of Reorganization, the Disclosure Statement, and Schedules and Statements of Financial Affairs and provide other information in support thereof;

b) maintain, roll forward and compare actual to projected results for the DIP Model and assist with the day-to-day calculation, management and reporting of the company's cash requirements, over-advance position and availability during the bankruptcy;

c) prepare a "Liquidation Analysis" to support the Plan of Disclosure Statement;

d) assist or participate in the preparation of the "Feasibility Study" (financial projections) in conjunction with the Plan and Disclosure Statement;

e) prepare for and provide testimony at any Chapter 11 hearings related to post-petition financing as requested by the Debtors;

f) assist with the preparation of analysis and financial reporting required by the U.S. Bankruptcy Court, the Office of the U.S. Trustee, and, to the extent directed by the company, requests made by the Debtors' post-petition lenders and the official unsecured creditors committee, including, Monthly Operating Reports, Schedules and SOFAs and exhibits to first day pleadings in particular;

g) assist with the review of motions and analysis prepared by the Creditors Committee and other parties of interest.

h) assist the Debtors in preparing for and making presentations at meetings with representatives of its secured and unsecured creditors;

i) work with the Debtors' bankruptcy counsel to provide evidentiary support for and testimony in support of motions and other court matters;

To the best of the Debtors' knowledge, the firm holds no interest adverse to their estates and is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Delair, New Jersey, Shapes/Arch Holdings, LLC, produces custom aluminum extrusions for road and railtransportation and commercial and residential construction. The company also manufactures maintenance aluminum fence systems, for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.08-14631). Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,represents the Debtors in their restructuring efforts. The U.S.Trustee for Region 3 appointed six creditors to serve on anOfficial Committee of Unsecured Creditors. Halperin BattagliaRaich LLP represents the Committee in this cases.

When the Debtors filed for protection against their creditors,they listed assets between $10 million to $50 million and debtsbetween $50 million to $100 million.

SHAPES/ARCH HOLDINGS: Can Hire Steven & Lee as Conflicts Counsel----------------------------------------------------------------The U.S. Bankruptcy Court for the District of New Jersey granted authority to Shapes/Arch Holdings LLC and its debtor-affiliates to employ Steven & Lee, P.C. as their special labor and conflicts counsel.

Steven & Lee is expected to:

a) assist the Debtors with employee grievances;

b) negotiate with the Debtors' unions;

c) advise the Debtors as to the interplay of the provisions of the Bankruptcy Code and the Debtors' collective bargaining agreements;

d) assist the Debtors with claims asserted by employees;

e) assist the Debtors with labor and employment issues raised in connection with any sale of assets or the plan of reorganization;

f) advise the Debtors in connection with any matters involving Textron Financial Corporation and Hess Corporation and in connection with any other matters in which the Debtors' bankruptcy counsel, Cozen O'Connor, has a conflict involving one or more of the Debtors' creditors, provided S&L does not also have a conflict; and

g) perform such other services as may be necessary or appropriate provided such other services fall within the general scope of the limited engagement described above.

Steven & Lee has received from the Debtors a retainer of $50,000 on account of the services which it anticipates to render.

The firm assures the Court that they hold no interest adverse to the Debtors and their estates and is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Delair, New Jersey, Shapes/Arch Holdings, LLC, produces custom aluminum extrusions for road and rail transportation and commercial and residential construction. The company also manufactures maintenance aluminum fence systems, for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.08-14631). Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,represents the Debtors in their restructuring efforts. The U.S.Trustee for Region 3 appointed six creditors to serve on anOfficial Committee of Unsecured Creditors. Halperin BattagliaRaich LLP represents the Committee in this cases.

When the Debtors filed for protection against their creditors,they listed assets between $10 million to $50 million and debtsbetween $50 million to $100 million.

SHAPES/ARCH HOLDINGS: Get Court's OK to Hire Epiq as Claims Agent-----------------------------------------------------------------The U.S. Bankruptcy Court for the District of New Jersey granted authority to Shape/Arch Holdings LLC and its debtor-affiliates to employ Epiq Bankruptcy Solutions, LLC as their official noticing, claims or solicitation and balloting agent.

Epiq is expected to:

a) prepare and serve:

-- notice of the commencement of these Chapter 11 cases and the initial meeting of creditors under 341(a) of the Bankruptcy Code;

-- notice of the claims bar date;

-- notices of objections to claims;

-- such other miscellaneous notices as the Debtors or Court may deem necessary or appropriate for an orderly administration of these Chapter 11 cases.

b) within five business days after the service of a particular notice, files with the Clerk's Office a certificate or affidavit of service that includes (i) a copy of the notice served, (ii) an alphabetical list of persons on whom the notice was served, along with their addresses, and (iii) the date and manner of service;

c) maintain copies of all proofs of claims and proofs of interest filed in these cases;

d) maintain official claims registers in these cases by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each such claim or interest asserted:

-- the name and address of the claimant or interest holder and any agent thereof, if the proof of claim or proof of interest was filed by an agent;

-- the date the proof of claim or proof of interest was received by Epiq or the Court;

-- the claim number assigned as to the proof of claim or proof of interest; and

-- the asserted amount and classification of the claim;

e) implement necessary security measures to ensure the completeness and integrity of the claims register;

f) transmit to the Clerk's Office a copy of the claims register on a weekly basis, unless requested by the Clerk's Office on a more or less frequent basis;

g) maintain an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available upon request to the Clerk's Office or any party in interest;

h) provide access to the public for examination of copies of the proofs of claim or proofs of interest filed in these cases without charge during regular business hours;

i) record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and, if directed to do so by the Court, provide notice of such transfers as required by Bankruptcy Rule 3001(e);

l) comply with such further conditions and requirements as the Clerk's office or the Court may at any time prescribe;

m) provide such other claims processing, noticing, balloting, and related administrative services as may be requested from time to time by the Debtors; and

n) assist the Debtors, at their request, with, among other things, (i) the reconciliation and resolution of claims; (ii) the preparation, mailing and tabulation of certain creditors for the purpose of voting to accept or reject the plan of reorganization; and (iii) all other matters for which the Debtors request assistance.

The documents submitted to the Court did not disclose the firm's billing rate. However, the firm has requested and received a $25,000 retainer from the Debtors.

To the best of the Debtors' knowledge, the firm holds no interest adverse to the Debtors and their estates and is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Delair, New Jersey, Shapes/Arch Holdings, LLC, produces custom aluminum extrusions for road and railtransportation and commercial and residential construction. The company also manufactures maintenance aluminum fence systems, for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.08-14631). Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,represents the Debtors in their restructuring efforts. The U.S.Trustee for Region 3 appointed six creditors to serve on anOfficial Committee of Unsecured Creditors. Halperin BattagliaRaich LLP represents the Committee in this cases.

When the Debtors filed for protection against their creditors,they listed assets between $10 million to $50 million and debtsbetween $50 million to $100 million.

SHERWOOD II: Moody's to Review Ratings for Likely Downgrade -----------------------------------------------------------Moody's Investors Service downgraded and left on review for possible further downgrade the ratings on these notes issued by Sherwood II CDO:

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

Silicon Mountain Holdings, Inc. (SLCM.OB) -- www.slcmholdings.com/ -- through its subsidiary, Silicon Mountain Memory, Incorporated, develops, assembles, and markets branded computer products. Its product portfolio comprises flash and DRAM based memory solutions used by enterprise buyers and consumers; and computer systems, computer memory solutions, and peripherals used by large enterprise buyers, as well as small and medium businesses and consumers. The company is based in Boulder, Colorado.

SOLSTICE ABS: Moody's Cuts Notes Ratings, to Undertake Review-------------------------------------------------------------Moody's Investors Service downgraded and placed on review for possible further downgrade the ratings on these notes issued by Solstice ABS III, Ltd.:

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio.

SOTER 2007-CRN2: Moody's to Review Ba1 Rating on $100MM Notes-------------------------------------------------------------Moody's Investors Service downgraded and left on review for possible downgrade these note issued by Soter 2007-CRN2, Ltd.:

Class Description: $100,000,000 A1 Variable Notes Due 2047

Prior Rating: Aaa, on review for possible downgrade

Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

As disclosed in the Troubled Company Reporter on May 26, 2008,Moody's Investors Service placed the Caa1 corporate family ratingand Caa1 probability of default rating of Spectrum Brands underreview following the announcement that Spectrum has entered into adefinitive agreement to sell its Global Pet business to ApplicaPet Products, a subsidiary of Salton, Inc., for over $900 million.

As reported in the TCR on May 23, 2008, following the announcementthat Spectrum Brands has signed a definitive agreement withSalton, Inc. for the sale of its Global Pet Business forapproximately $692.5 million in cash and an aggregate principalamount of Spectrum's subordinated debt securities equal to $222.5 million, Fitch affirms Spectrum Brands, Inc. ratings as Issuer Default Rating at 'CCC'; $1 billion term loan B at 'B/RR1'; $225 million ABL at 'B/RR1'; EUR350 million term loan at 'B/RR1'; $700 million 7.4% senior sub note at 'CCC-/RR5'; $2.9 million 8.5% senior sub note at 'CCC-/RR5'; and $347 million 11.25% variable rate toggle senior sub note at 'CCC-/RR5'. The Rating Outlook is Negative.

Standard & Poor's Ratings Services placed its ratings on Atlanta-based Spectrum Brands Inc., including the 'CCC+' long-termcorporate credit rating, on CreditWatch with positiveimplications. The CreditWatch status indicates that S&P couldeither raise or affirm the ratings following the completion of itsreview. Approximately $2.6 billion of debt was outstanding as ofMarch 30, 2008.

SPRINGDALE CDO: Moody's Cuts Ratings on Five Classes of Notes-------------------------------------------------------------Moody's Investors Service has downgraded these notes issued by Springdale CDO 2006-1 Ltd.:

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the structured finance securities.

STOCKTON CDO: Moody's Downgrades Ratings of Several Note Classes----------------------------------------------------------------Moody's Investors Service downgraded the ratings of eight classes of notes issued by Stockton CDO Ltd., and left on review for possible further downgrade ratings of two of these classes of notes as:

Stockton CDO Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On February 20, 2008 the transaction experienced an event of default caused by a failure of the Senior Credit Test to be greater than or equal to the required amount set forth in Section 5.1(h) of the Indenture dated July 19, 2007. That event of default is continuing. Also, Moody's has received notice from the Trustee that it has been directed by a majority of the controlling class to declare the principal of and accrued and unpaid interest on the Notes to be immediately due and payable.

The rating actions taken today reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the ratings of the Class A-1 and A-2 Notes issued by Stockton CDO Ltd. are on review for possible further action.

SUNRISE CDO: Moody's Cuts Ratings on Two Classes of Notes---------------------------------------------------------Moody's Investors Service has downgraded and placed on review for possible further downgrade the ratings on these notes issued by Sunrise CDO I, Ltd.

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the structured finance securities.

TABS 2004-1: Moody's Cuts A3 Rating on $3MM Notes to Ca-------------------------------------------------------Moody's Investors Service downgraded and left on review for possible further downgrade the ratings on these notes issued by TABS 2004-1, Ltd:

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio, which consists of structured finance securities.

TAHOMA CDO: Moody's Cuts Ratings on Five Classes of Notes---------------------------------------------------------Moody's Investors Service has downgraded ratings of five classes of notes issued by Tahoma CDO III, Ltd. The notes affected by the rating action are:

Tahoma CDO III, Ltd. is a collateralized debt obligation backed by a portfolio of CDO securities. On Feb. 25, 2008 the transaction experienced an event of default caused by a failure of the Class A-2 Overcollateralization Ratio to be greater than or equal to the required amount set forth in Section 5.1(g) of the Indenture dated April 18, 2007; that event of default is continuing.

The rating actions taken reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class.

TAHOMA CDO: Moody's Cuts Ratings on Six Classes of Notes--------------------------------------------------------Moody's Investors Service has downgraded the rating on these notes issue by Tahoma CDO II , Ltd.

According to Moody's, the rating action reflect increased deterioration in the credit quality of the underlying portfolio.

TEKNI-PLEX INC: Consummates Terms of Restructuring Agreement------------------------------------------------------------Tekni-Plex, Inc. consummated a restructuring on the terms and conditions contemplated by a Restructuring Agreement on May 30, 2008.

As reported in the Troubled Company Reporter on April 15, 2008,Tekni-Plex entered into a restructuring agreement with:

(i) entities that have represented that they hold more than 91% of the company's 12.75% Senior Subordinated Notes Due 2010 and more than 67% of the company's 8.75% Senior Secured Notes due 2013,

The agreement memorializes the restructuring terms that wereagreed to in principle by certain stakeholders on March 27, 2008.

Approximately 96.3% of the company's outstanding 12.75% Senior Subordinated Notes due 2010 have been exchanged for common stock of the company, 100% of the common stock of the company outstanding prior to the consummation of the Restructuring has been purchased by the company for $250,000, and 100% of the shares of the company's Series A Preferred Stock have been exchanged for warrant securities.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-plex.com/ -- manufactures packaging, packaging products and materials as well as tubing products. The company primarily serves the food, healthcare and consumer markets. It has built leadership positions in its core markets, and focuses on vertically integrated production of highly specialized products.Tekni-Plex has operations in the United States, Europe, China,Argentina and Canada.

As reported in the Troubled Company Reporter on Feb. 22, 2008,Tekni-Plex Inc.'s consolidated balance sheet at Dec. 28, 2007,showed $605.7 million in total assets and $1.01 billion in totalliabilities, resulting in a $403.4 million total stockholders'deficit.

* * *

As reported in the Troubled Company Reporter on Dec. 27, 2007,Moody's Investors Service downgraded the Corporate Family Ratingsof Tekni-Plex Inc. to Caa3 from Caa1.

Prime Healthcare also has entered into a definitive agreement to acquire two additional Tenet hospitals in California -- 167-bed Garden Grove Hospital Medical Center and 64-bed San Dimas Community Hospital.

The Garden Grove and San Dimas transactions are subject to customary regulatory approval and are expected to be completed in approximately 30 days.

"We are pleased that Tenet selected Prime Healthcare to acquire these three underperforming hospitals in California," Prem Reddy, MD, FACC, FCCP, Prime Healthcare's chairman of the board, said. "Prime Healthcare is poised to acquire more financially distressed and underperforming hospitals in the near future."

Prime Healthcare will continue to operate all three hospitals as acute care facilities with open emergency departments and will offer employment to substantially all current employees in good standing.

The Encino hospital lost more than $10 million in fiscal year 2007 according to publicly available data with OSHPD. Garden Grove and San Dimas hospitals' financial performance was marginal.

About Prime Healthcare

Prime Healthcare Services -- http://www.primehealthcare.com/-- is a hospital management company in Southern California with a mission to provide comprehensive quality healthcare. With over 6,000 employees, Prime Healthcare owns and operates nine acute care facilities with over 1600 beds.

Moody's Invetors Service placed Tenet Healthcare Corporation's senior unsecured debt rating at 'Caa1' in September 2006. The rating still hold to date with a stable outlook.

THORNBURG MORTGAGE: Price Infraction Cues NYSE to Delist Stocks ---------------------------------------------------------------Thornburg Mortgage Inc. received a letter from the NYSE stating that the company is not in compliance with the NYSE's continued listing criteria under Section 802.01C of the NYSE Listed company Manual because the average closing price of the company's common stock has been less than $1 for 30 consecutive trading days.

To cure this deficiency, the company's common stock must regain a $1 share price and a $1 average share price over 30 consecutive trading days.

If the company has not cured the deficiency within six months, the common stock will be subject to suspension and delisting procedures.

The company intends to cure this deficiency by implementing a reverse stock split, and has notified the NYSE of its intent. Shareholder approval of the reverse stock split is not required. Specific information regarding the timing and details of the reverse stock split will be released at a later date.

At Dec. 31, 2007, the company's consolidated balance sheet showed$36.5 billion in total assets, $34.5 billion in total liabilities,and $2.00 billion in total stockholders' equity.

* * *

As reported in the Troubled Company Reporter on March 10, 2008,Moody's Investors Service downgraded to Ca from Caa2 the seniorunsecured debt, and to C from Ca the preferred stock ratings ofThornburg Mortgage, Inc. Thornburg's Ca unsecureddebt rating remains under review for possible downgrade. Thedowngrades were in response to Thornburg's announcement thatcross-defaults have been triggered under all of the REIT'srepurchase agreements and secured loan agreements. Reverserepurchase agreements represent a key source of funding for thecompany.

The TCR said on March 10 that Standard & Poor's Ratings Serviceslowered its issue ratings on Thornburg Mortgage Inc.'s seniorunsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from'CCC-'. Both issue ratings will remain on CreditWatch negative,where they were placed on March 3, 2008. The counterparty creditrating remains on selective default. Given Thornburg's limitedfinancial resources, S&P believes the risk of default hasincreased further.

The TCR also said on March 10 that, given Thornburg Mortgage,Inc.'s weakening credit profile stemming from defaults under thecompany's reverse repurchase agreements, Fitch has downgraded theDebtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecuredsubordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stockto 'C/RR6' from 'CC/RR6'.

THORNBURG MORTGAGE: To Finish Analyses Before Filing 10-Q Report----------------------------------------------------------------Thornburg Mortgage Inc. has rescheduled the release of its earnings and the filing of its Quarterly Report on Form 10-Q to June 12, 2008, from June 2, 2008. The company stated that it needs additional time to file its financial reports.

In order to finalize its Form 10-Q, the company must, among other things, complete its valuation analysis and the accounting for the March 31, 2008, Senior Subordinated Secured Note transaction, which requires a comprehensive probability weighted valuation assessment of the notes, the various categories of warrants and the Principal Participation Agreement that were issued.

The valuation analysis will determine the original issue discount on the Senior Subordinated Notes and will have implications for the company's GAAP and tax accounting reports going forward, all of which are of great importance to the company and its investors. Accordingly, the company believes that it is in its and its shareholders' best interests to take the time needed to thoroughly and comprehensively evaluate and review these matters.

Thornburg Mortgage's delay in filing its Form 10-Q impacts the timing of several other pending transactions. Until the Form 10-Q is filed, the company cannot file:

1) the prospectus supplements for the registration of resales of Senior Subordinated Notes and common stock issued upon exercise of warrants; or

2) the Registration Statement on Form S-4 and related documents relating to the exchange offer for the company's preferred stock.

In light of these delays, and the likelihood of SEC review and comment on the exchange offer documents and the significant period of time that the exchange offer must remain open, the company is requesting a 90 day extension of the Escrow Agreement relating to the preferred stock exchange offer to Sept. 30, 2008.

This would permit the $200 million currently held in escrow to be maintained to fund the exchange offer. Under the Escrow Agreement, the company needs each investor's consent to retain its funds in escrow. The company has begun the process of obtaining these consents.

At Dec. 31, 2007, the company's consolidated balance sheet showed$36.5 billion in total assets, $34.5 billion in total liabilities,and $2.00 billion in total stockholders' equity.

* * *

As reported in the Troubled Company Reporter on March 10, 2008,Moody's Investors Service downgraded to Ca from Caa2 the seniorunsecured debt, and to C from Ca the preferred stock ratings ofThornburg Mortgage, Inc. Thornburg's Ca unsecureddebt rating remains under review for possible downgrade. Thedowngrades were in response to Thornburg's announcement thatcross-defaults have been triggered under all of the REIT'srepurchase agreements and secured loan agreements. Reverserepurchase agreements represent a key source of funding for thecompany.

The TCR said on March 10 that Standard & Poor's Ratings Serviceslowered its issue ratings on Thornburg Mortgage Inc.'s seniorunsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from'CCC-'. Both issue ratings will remain on CreditWatch negative,where they were placed on March 3, 2008. The counterparty creditrating remains on selective default. Given Thornburg's limitedfinancial resources, S&P believes the risk of default hasincreased further.

The TCR also said on March 10 that, given Thornburg Mortgage,Inc.'s weakening credit profile stemming from defaults under thecompany's reverse repurchase agreements, Fitch has downgraded theDebtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecuredsubordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stockto 'C/RR6' from 'CC/RR6'.

The recovery rating on the first-lien debt remains at '1', indicating S&P's expectation for very high (90%-100%) recovery in the event of a payment default. The recovery rating on the second-lien debt remains at '5' indicating its expectation for modest (10%-30%) recovery if a payment default occurs.

The CreditWatch listing is based on the expected amortization resulting from sale of the Holland Energy facility to Hoosier Energy and Wabash Valley Power for $383 million. TPF Generation's credit agreement requires a minimum 75% of net sale proceeds be used to pay down first-lien debt. Management may use the entire net proceeds to pay down first-lien debt. The resulting $221 million to $294 million range of net proceeds represents 18% to 24% of consolidated debt outstanding at the end of 2008.

"The reduction in debt would improve coverage ratios and reduce refinancing risk at the 2013 maturity of the first-lien bank loans," said Standard & Poor's credit analyst Mark Habib.

In addition, TPF Generation's facilities in the PJM Interconnection now benefit from current and expected reliability pricing model capacity payments, and contracted revenues at its High Desert and Rio Nogales facilities are expected to be strong through 2010, and to a lesser extent through 2012.

Standard & Poor's expects to resolve the CreditWatch after the sale's anticipated closing in January 2009.

Holland Energy is a merchant facility located in Beecher City, Illinois, selling power into MISO. It represents 21% of TPF's portfolio nominal capacity, and an estimated 9% of EBITDA in the 2008 forecast (this estimate excludes potential 2008 revenue from a prepayment for 2009 capacity).

Compared with the original base case debt/kilowatt at maturity of $218/kW, the asset sale leads to a base case debt/kW range of $154-$115/kW. Under Standard & Poor's stress scenario, debt/kW at maturity was $334. Using the same stress, the asset sale would yield a stress case debt/kW range of $197-$158/kW.

The issue-level ratings reflect these risks: Cash flow generation potential is concentrated at the High Desert and Rio Nogales facilities. The other plants combined generate only 30% of cash flow through 2013. The hedges that TPF Generation has entered into do not leave a large cushion for capacity shortfalls or unit heat rates above expectations, creating a risk that the project could be slightly short energy or earn a negative fuel margin on dispatch, which would result in slightly overstated contracted margin.

Offsetting the above risks are the following strengths: The power purchase agreement with the California Dept. of Water Resources, the energy call option and gas hedges with J. Aron & Co, and the energy call option with Lehman Brothers Commodity Services provide strong contractual cash flows that cover projected fixed operating costs and debt service through 2010. Relatively new equipment with good operating histories and experienced operators offset operating risk.

The Six-month debt service reserve account provides liquidity for debt service in case of market volatility or extended outages. The 100% cash sweep allows creditworthiness to benefit from improving markets and seasonally-strong demand in any given year. The benefits of the sweep are partially mitigated by an annual $6 million management fee that comes after mandatory debt service but before principal prepayment from excess cash flow, effectively reducing the cash sweep to 80%-90% under Standard & Poor's gas stress and to about 90%-95% in the management base case. The portfolio has both combined-cycle gas turbines and simple-cycle combustion turbines in four different markets and earns diverse revenue streams. This is partially offset by the project's disproportionate reliance on cash flows from the High Desert facility located in southern California.

TRAINER WORTHAM: Moody's to Review Ba1 Rating on $11MM Notes------------------------------------------------------------Moody's Investors Service downgraded and left on review for possible downgrade the ratings on these notes issued by TRAINER WORTHAM FIRST REPUBLIC CBO V LTD.:

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the structured finance securities.

TRANSMERIDIAN EXPLORATION: Gets AMEX Listing Noncompliance Notice-----------------------------------------------------------------Transmeridian Exploration Inc. received notice from the American Stock Exchange indicating that the Company is not in compliance with certain of the AMEX's continued listing standards. Specifically, the AMEX has notified the company that it is not in compliance with Section 1003(a)(iv) of the AMEX Company Guide in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the AMEX, as to whether such company will be able to continue operations and/or meet its obligations as they mature. This notice was based on a review by the AMEX of the company's Form 10-Q for the quarter ended March 31, 2008. The company has therefore become subject to the procedures and requirements of Section 1009 of the Company Guide.

In order for the company to maintain its AMEX listing, the company must submit a plan by June 5, 2008 advising the AMEX staff how the Company intends to regain compliance with Section 1003(a)(iv) of the Company Guide by Aug. 20, 2008. The company has already informed the AMEX staff that it intends to make a timely submission to the AMEX in which it will outline the timeframe within which the company intends to cure the listing deficiency and to regain its compliance with the AMEX continued listing requirements. If the plan is accepted, the company may be able to continue its listing during the plan period, during which time the company will be subject to periodic reviews to determine whether it is making progress consistent with the plan.

If the company fails to submit such a plan or if the plan is not accepted, the company will be subject to delisting proceedings. If the AMEX accepts the company's plan but the company is not in compliance with all of the continued listing standards of the Company Guide by Aug. 20, 2008, or if the company does not make progress consistent with the plan during the plan period, the AMEX staff will initiate delisting proceedings as appropriate. There can be no assurance that the AMEX staff will accept the company's plan of compliance or that, even if such plan is accepted, the Company will be able to implement the plan within the prescribed timeframe. The company may appeal a staff determination to initiate delisting proceedings.

About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --http://www.tmei.com/ -- is an independent energy company established to acquire and develop oil reserves in the Caspian Searegion of the former Soviet Union. The company's primary oil andgas property is the South Alibek Field in the Republic ofKazakhstan covered by License 1557 and the related exploration andproduction contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at March 31, 2008, showed $402.2 million in total assets, $341.2 million in total liabilities, and $92.5 million in redeemable convertible preferred stock, resulting in a $31.5 million total stockholders' deficit.

Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian'sability to continue as a going concern after auditing thecompany's consolidated financial statements for the years endedDec. 31, 2007, and 2006. The auditing firm pointed to thecompany's negative working capital, stockholders' deficit, andoperating losses since its inception.

The company had a net working capital deficit of approximately$56.2 million and a stockholders' deficit of approximately$31.5 million at March 31, 2008. Approximately 89.0% of thecompany's accounts payable at March 31, 2008, have beenoutstanding more than 120 days.

Tropicana related in late March 2008 that it was selling its subsidiary Casino Aztar to Eldorado Resorts LLC for $190 millionin cash, a $30 million note, and an "earn-out" payment of up to $25 million payable if the purchaser achieves specified financial performance benchmarks.

Eldorado Resorts remained interested in acquiring Casino Aztar, Evansville Courier & Press reports. Eldorado is a private company with casino properties in Reno, Nevada, among other locations.

The Indiana Commission will consider the transfer of Casino Aztar's gaming license to Eldorado Resort in a hearing to be held on Aug. 28, 2008, the newspaper relates. Mr. Yelton noted that a standard background check on Eldorado Resorts once it applies for a gaming license will take at least three months.

Robert Dingman, the trustee appointed by the Commission to run Casino Aztar on an interim basis, will continue operating the casino pending the consummation of any sale, according to Evansville Courier & Press.

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largestprivately-held gaming entertainment providers in the UnitedStates. Tropicana Entertainment owns eleven casino properties ineight distinct gaming markets with premier properties in LasVegas, Nevada and Atlantic City, New Jersey.

TROPICANA ENT: Court OKs Noteholders' Pre-Trial Scheduling Order----------------------------------------------------------------Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has approved the pre-trial scheduling order in accordance a request by the company's noteholders for the appointment of a Chapter 11 trustee in the Tropicana Entertainment LLC and its debtor-affiliates' Chapter 11 cases.

As reported in the Troubled Company Reporter on May 9, 2008, the ad hoc consortium of holders of 9-5/8% Senior Subordinated Notes due 2014 issued by Tropicana Entertainment LLC, and Tropicana Finance Corp. asked the Court to appoint a trustee.

The pre-trial scheduling included:

May 19 to 30, 2008 Parties, including Columbia Sussex Corporation and William Yung, will produce documents to outstanding document requests or subpoenas on a rolling basis. Production of documents will be subject to parties' written responses and objections to outstanding requests, which will be received by May 28, 2008.

June 2, 2008 Parties may commence fact witness depositions. Two days, not to exceed six hours per day, will be allowed for the deposition of Mr. Yung.

June 6, 2008 Deadline for the Debtors and any other party-in-interest to file opposition to the Trustee Motion.

June 18, 2008 Deadline for submission of expert reports and preliminary expert disclosures, if any.

June 19, 2008 Deadline for Noteholders to provide Debtors and other parties with proposed draft Joint Pretrial Memorandum.

June 20 and 23, 2008 Expert depositions, if any.

June 25, 2008 Deadline for parties-in-interest in the contested matter to file trial briefs.

June 26, 2008 Deadline for submission of motions in limine, if any.

Parties to submit final Joint Pretrial Memorandum.

Parties to complete fact witness depositions.

July 1 to 3, 2008 Trial Commencement

Debtors to Depose Robert McDevitt

The Debtors informed the Court that they have served a subpoena on C. Robert McDevitt for his deposition to be conducted on June 12, 2008, at 9:00 a.m., at the offices of Richards, Layton & Finger, P.A., at One Rodney Square, 920 N. King Street, in Wilmington, Delaware.

Mr. McDevitt is the president of UNITE-HERE Local 54, a workers union.

Mr. McDevitt is also requested to produce certain documents, including:

-- all documents concerning any allegations contained in the Trustee Motion;

-- all documents concerning any efforts by Mr. McDevitt, representatives of Local 54, representatives of Local 165 or representatives of Local 226 to oppose Adamar of New Jersey Inc.'s to secure regulatory approval and licenses for its casino operations; and

-- all documents concerning the December 12, 2007 Opinion and Order of the New Jersey Casino Control Commission denying the Amended Petitions of Adamar of New Jersey, Inc., of its New Jersey casino and casino hotel alcoholic beverages licenses.

The deposition will be videotaped and will continue from day to day until completed.

About Tropicana Entertainment LLC

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largestprivately-held gaming entertainment providers in the UnitedStates. Tropicana Entertainment owns eleven casino properties ineight distinct gaming markets with premier properties in LasVegas, Nevada and Atlantic City, New Jersey.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

UNBRIDLED ENERGY: Posts C$923,187 Net Loss in 2008 First Quarter ----------------------------------------------------------------Unbridled Energy Corp. reported a net loss of C$923,187, on revenue of C$195,872, for the first quarter ended March 31, 2008, compared with a net loss of C$4,533,319, on revenue of C$135,968, in the same period in 2007.

During the period ended March 31, 2008, the company recorded net revenue of C$181,050 from its oil and gas properties, compared with net revenue of C$131,945 in the same period ended April 30, 2007.

At March 31, 2008, principal operations have not yet commenced and the Tsuu T'ina property is considered to be in the preproduction stage. During the quarter ended April 30, 2007, management of the company recognized a write-down totalling C$5,184,841 on this oil and gas property. There was no such write-down in the first quarter ended March 31, 2008, as the company had written-down the remaining value of the property during the fourth quarter of 2007.

As of March 31, 2008, the company had C$411,434 in cash and cash equivalents and a working capital deficit of C$1,407,792. The company executed a Business Loan Agreement and Promissory Note for US$6.0 million with Huntington National Bank, headquartered in Columbus, Ohio, on Nov. 16, 2007. The initial lending base is US$4.2 million. Funds from this debt facility will be applied to the ongoing development of the company's existing reserve base in the US Appalachian Basin, further development of the company's project in the Chambers area of the Western Canadian Sedimentary Basin, and general corporate purposes.

The loan is secured by the company's reserves in Chautauqua County, New York. At March 31, 2008, the company had outstanding debt of C$3,882,736 on this loan facility, compared to C$3,055,682at Dec. 31, 2007.

Subsequent Event

The company closed a private placement financing on May 8, 2008, with gross proceeds of over C$7,700,00 to raise capital to complete the operations on the 16-21 well on the Chambers property and complete the drilling programs in New York and Ohio, among other items.

Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed C$19,826,538 in total assets, C$6,799,783 in total liabilities, and C$13,026,755 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also showed strained liquidity with C$1,127,139 in total current assets available to pay C$2,534,931 in total current liabilities.

Going Concern Doubt

At March 31, 2008, the company had not yet achieved profitable operations, has accumulated losses of C$13,090,369 and expects to incur further losses in the development of its business. These factors, the company believes, casts substantial doubt about the company's ability to continue as a going concern.

About Unbridled Energy

Based in Calgary, Alberta, Canada, Unbridled Energy Corp. (TSX-V:UNE) -- http://www.unbridledenergy.com/-- is an independent natural gas evaluation and production company specializing inshale gas and tight gas sands opportunities in two main basinswithin North America; the eastern US Appalachian Basin and theWestern Canadian Sedimentary Basin.

UNI-MARTS LLC: Secures $3,500,000 DIP Loan from SC Capital----------------------------------------------------------Uni-Marts, LLC, has secured $3,500,000 in debtor-in-possession financing from SC Capital Group, LLC. The DIP agreement, which is subject to Bankruptcy Court approval, will allow Uni-Marts to maintain adequate working capital and have access to additional liquidity throughout its restructuring process.

Uni-Marts believes that it has adequate cash and sufficient cashflows to continue to pay its post-bankruptcy creditors according to normal terms. The company said the DIP loan will provide an additional back-stop.

The company will operate its stores and service its customers without interruption during the reorganization. Uni-Marts is seeking to continue paying its employees in the normal course and honoring its prepetition employee obligations.

"The overall condition of the economy, aggressive competition in the areas in which we operate, increased fuel and other inventory prices and other matters outside our control have reduced the Company's cash reserves which prevented us from executing our business plans and tightened our operating margins," stated Henry Sahakian, Uni-Marts Founder and Chief Executive Officer, when the company filed for chapter 11 bankruptcy on May 29, 2008.

Mr. Sahakian also disclosed that in January 2007, certain dealer and operators sued the company related to Uni-Marts' sale of certain stores to the dealers.

"While we do not believe the Company committed any wrong-doing, we agreed to settle the matter in November 2007 in order to avoid further litigation costs. The costs of defending and settling the litigation substantially reduced our cash reserves," he said.

The Company is currently in litigation with its insurer due to the insurance company's denial of coverage for this matter.

Mr. Sahakian noted that Uni-Marts has taken back 61 dealer-run store locations in recent years when those dealers were no longer able to satisfy their ongoing obligations. As a result, the company has dedicated significant time and spent more than $8,000,000 to restock, renovate, reequip, address prime landlord obligations and reopen many of those stores. Despite those efforts, he said, the stores often have taken months to return to their prior sales volumes and profitability.

Filing for Chapter 11 provides the company the ability to pursue a dual path to maximize returns available to its creditors, Mr. Sahakian explained. While the company is restructuring its balance sheet, renegotiating unfavorable leases and other contracts, and closing underperforming locations, it is also exploring opportunities to sell the company.

In September 2007, the company hired Matrix Capital Markets Group, LLC, as its investment banker. Since that time, several strategic investors have expressed interest in buying the company's stores.

According to Thomas E. Kelso, Managing Director of Matrix, "There has been significant interest in Uni-Marts among potential strategic buyers. Uni-Marts is well known in the industry as a solid performer, and the business will fit nicely into other existing chains. A bankruptcy sale creates a real opportunity for the right buyer."

Uni-Marts last week said it will seek Court approval of a stalking horse bidder to purchase substantially all of the operating assets. Uni-Marts also will seek approval of a competitive bidding and auction process to offer other interested bidders an opportunity to win the right to purchase the stores and supply operations.

Uni-Marts will close roughly 45 underperforming company-operated stores in the short-term.

"The decision to close stores was difficult but very important in order to maximize the return to creditors through the bankruptcy process. Uni-Marts will realize significant cost savings as a result of the closures. In many cases, the closed stores are near a stronger performing Uni-Mart store that will continue. We regret that there will likely be some instances when we will exit a particular market," Mr. Sahakian stated.

Once the Company has finalized its list of stores to close, it will seek to reject the related leases and exit the stores.

"We are optimistic that we will achieve the expected results and complete the Chapter 11 process soon. Regardless of whether we will sell the Company or reorganize and emerge, we are confident that Uni-Marts will be stronger at the end of this process. We have appreciated the tremendous support of our customers, employees and vendors throughout our history and look forward to continued good relations during this important phase," Mr. Sahakian said.

Based in State College, Pennsylvania, Uni-Marts LLC operates a network of 283 company and dealer-operated convenience stores and gas stations in Pennsylvania, New York, and Ohio. The company and six of its subsidiaries filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on May 29, 2008 (Case No. 08-11037). Michael Gregory Wilson, Esq., at Hunton & Williams, in Richmond, Virginia, represents the Debtors.

When they filed for bankruptcy, the Debtors disclosed $50,000,001 to $100,000,000 in estimated assets and debts.

UNITY WIRELESS: KPMG LLP Expresses Going Concern Doubt------------------------------------------------------KPMG LLP raised substantial doubt about the ability of Unity Wireless Corporation to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor pointed to the Corporation's recurring losses from operation.

The company posted a net loss of $27,939,215 on total sales of $7,022,115 for the year ended Dec. 31, 2007, as compared with a net loss of $14,834,901 on total sales of $7,343,552 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $6,223,032 in total assets and $24,722,588 in total liabilities, resulting in $18,611,556 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also showed strained liquidity with $4,420,123 in total current assets available to pay $24,474,588 in total current liabilities.

VALAIS RE: A.M. Best Assigns 'bb' Rating on $64MM S. 2008-1 Notes-----------------------------------------------------------------A.M. Best Co. has assigned a debt rating of "bb" to the $64 million Series 2008-1 Class A principal at-risk variable rate notes and "b" to the $40 million Series 2008-1 Class C principal at-risk variable rate notes both due June 6, 2011, issued by Valais Re Ltd., a newly created Cayman Islands exempted special purpose company licensed as a Class B insurer in the Cayman Islands. The outlook for both ratings is stable.

The notes are the first series to be issued under the issuer's principal-at-risk variable rate note program, and in the future, additional notes may be issued under this program.

The primary business purpose for the creation of the issuer is for the issuance of the notes and the service and performance of various agreements entered into between the issuer and other parties. The agreements include the retrocession agreement between the issuer and two entities of Flagstone Reinsurance Holdings Limited: Flagstone Reinsurance Limited and Flagstone Réassurance Suisse SA; the swap agreement between the issuer and BNP Paribas; and other related agreements and activities.

Under the retrocession agreement, the issuer will provide Flagstone Re with up to $64 million protection against North American hurricanes, North American earthquakes, Japanese earthquakes, Japanese typhoons, European windstorms and other worldwide natural catastrophe perils on an aggregate indemnity basis, and up to $40 million protection to cover the same perils excluding other worldwide peril loss events on a per occurrence indemnity basis over a three-year period.

This will cover losses from Flagstone Re's classes of business that are exposed to covered events in the covered areas. In exchange for receiving the multi-year reinsurance coverage, Flagstone Re will make periodic premium payments to the issuer.

Proceeds from the issuance of the notes will be deposited into a collateral account and will be available to pay amounts owed by the issuer to Flagstone Re under the retrocession agreement. The payments include loss payments required to be made by the issuer under the retrocession agreement, amounts owed to the swap counterparty, and payments in respect of the notes issued under an indenture between the issuer and The Bank of New York, the indenture trustee. All funds in the collateral account will be invested as per the investment guidelines set in the indenture, which governs the selection of the directed investment to be acquired. The notes are with limited recourse to certain assets of the issuer and are without recourse to Flagstone Re or any of its affiliates.

The reinsurance attachment point, exhaustion point and retrocession percentage for each class of notes will be recalculated periodically during the annual risk period and after any loss event where the applicable estimated ultimate net loss is equal to or greater than 90% of the attachment point.

The assigned rating represents A.M. Best's opinion as to the issuer's ability to meet its financial obligations to security holders when due. The rating of the notes takes into consideration a multitude of factors including the annualized modeled attachment probabilities of 1.00% and 4.50% as provided by Flagstone Re for the Class A and Class C notes respectively, limited review by Risk Management Solutions, Inc. of Flagstone Re's modeling procedures and a review of the structure and the transaction's legal documentation.

In addition, the rating considers an assessment of (1) Flagstone Re's ability under the retrocession agreement to make periodic payments (reinsurance premium, swap spread and expense reimbursements) to the issuer, and (2) the swap counterparty's ability to meet its obligations under the swap agreement.

VALLEJO CITY: Unions Want Time to Decide on City's Eligibility--------------------------------------------------------------The International Association of Firefighters Local 1186; the Vallejo Police Officers' Association; and the International Brotherhood of Electrical Workers, Local 2376, ask the U.S. Bankruptcy Court for the Easter District of California, Sacramento Division, to deny the City of Vallejo's request for a June 9 deadline to file objections to its relief for a Chapter 9 petition.

The Unions contend that the request is premature, inappropriate, unprecedented and unwise. Representing the unions, Kelly A. Woodruff, Esq., at Farella Braun & Martel LLP, tells the U.S Bankruptcy Court for the Eastern District of California that the Debtor:

-- has provided no reason why the Court should set a bar date for objections for the most important motion in its bankruptcy case in two weeks, before most creditors have even received notice of the filing; and

-- did not state any authority for why the early bar date is necessary.

According to Ms. Woodruff, the Debtor's application to set a deadline for motions regarding a central issue in the case -- its eligibility for Chapter 9 -- is especially troubling because:

(2) critical evidence regarding the Debtor's eligibility is not yet known; and

(3) the Debtor's post filing conduct and conduct immediately prior to the filing, some of which is not yet known, may be highly relevant for whether the Debtor should be able to use Chapter 9 to modify its debts.

Ms. Woodruff relates the Debtor has had many years of financial difficulties, in large part because of the many tens of millions of dollars of debt it incurred under prior administrations for various redevelopment projects that were ill-conceived and which almost universally failed to generate any improvement to the Debtor's tax base. Over the same time period, the costs of many city services were moved out of the general budget and paid for by special revenues -- for example, services for municipal water employees were paid out of the water fund. The result, she says, is that while salary and benefits for the workers represented by the Unions is only a small part of the Debtor's greater budget including all of the special funds and revenues, those salaries and benefits are almost three-quarters of the expenses paid out of what the Debtor describes as its general fund -- the subset of expenses the Debtor has stated it will address in the bankruptcy.

The Unions are appropriately concerned that the Debtor's bankruptcy petition is aimed primarily at strong-arming a renegotiation of the collective bargaining agreements rather than readjusting all its debts fairly, Ms. Woodruff further relates.

The Unions engaged the firm Harvey M. Rose Associates, LLC, a respected outside consultant that works with cities on public finance and budget issues, to work with Vallejo and to identifythe real shortfall and areas of cost savings. Using conservative assumptions, and in most cases accepting the Debtor's numbers even though they were difficult to verify and were believed to be inflated for negotiation purposes, the Rose Report concluded that the Debtor would have a general budget surplus and resulting reserve of over $6,000,000 in the coming fiscal year if it accepted the Unions' offered contractual modifications and took other modest fiscally prudent and practical steps to trim costs and boost discretionary revenue, Ms. Woodruff notes.

Ms. Woodruff further notes that the Rose Report also identified numerous other areas for savings or modestly increased revenue, including:

-- not spending $1,700,000 of funds budgeted for buying new equipment that was not necessary;

-- using projected interest rates of up to 6% on the outstanding certificates of participation, which was lower than the Debtor's 9% or 12% assumptions but still significantly higher than the current interest rates;

-- collecting money due from the state that the Debtor failed to apply for; and

-- stopping unnecessary withdrawals from the general fund to set aside a multi-million dollar insurance fund.

In fact, Ms. Woodruff avers, the assumptions under both the Rose Report and the Debtor's budget may substantially exaggerate the payroll costs in the coming year, because there is expected attrition in the months ahead, particularly of Vallejo police officers.

The Debtor currently faces serious financial challenges – as it has for much of the last decade, Ms. Woodruff contends. The inquiry in Chapter 9, however, is more extensive than the simple question of whether the Debtor is in financial trouble. At the very least, the following issues cast doubt on the Debtor's eligibility for Chapter 9:

-- whether the Debtor is insolvent as defined and required by Bankruptcy Code section;

-- whether the Debtor manufactured insolvency by imprudent budgeting and unwillingness to accept contract modifications and other reasonable steps available to it;

-- whether the Debtor genuinely intends to effectuate a plan of arrangement to deal with all of its obligations, or instead simply wishes to use bankruptcy to reject the collective bargaining agreements with the Unions, leaving other creditors unaffected;

-- whether the Debtor satisfies the requirements for negotiation with the Unions in good faith as required by the Bankruptcy Code;

-- whether, under the circumstances, the narrow statutory provision added in 1976 to the Bankruptcy Code in anticipation of the expected New York city insolvency permits the Debtor to file this Chapter 9 petition on the grounds that negotiations with its creditors is impractical; and

-- whether the Debtor's pre-filing conduct, including contracts with management insiders in anticipation of bankruptcy that may violate the terms of Bankruptcy Code demonstrate lack of good faith in filing the petition.

Ms. Woodruff asserts that the bar date for objecting to the Debtor's petition for bankruptcy is too early that it will force objecting parties to base their objections on limited facts and knowledge due to the time constraint. She further asserts that the early bar date invites unnecessary objection and corresponding litigation because there is a still a possibility, given some more time, the Unions and other key creditors may agree to the Debtor's petition for bankruptcy.

Court Sets June 27 as Petition Objection Deadline

The Court ruled that the proposed June 9 deadline is too short. He set the deadline for objections to the Debtor's petition to June 27, 2008 at noon.

"One of the purposes of the notice is to inform parties in interest of their right to object to the petition and the deadline for doing so. Considering this purpose, it makes no sense to set a deadline before the notice has been published three times during the mandatory three-week publication period," the Court said during the hearing for the Debtor's request to set a deadline for objections.

The Court, however, said that a deadline for objections should be scheduled early in the case to permit the U.S. Trustee to appoint a committee of creditors and to resolve in a timely manner the preliminary eligibility issue.

If an objection is timely filed, the Court will conduct a status conference on June 27 at 3:00 p.m., to schedule discovery and an evidentiary hearing.

The Court also required the form of the notice be amended to permit the filing of paper objections with the Bankruptcy Clerk. The Notice as suggested by the Debtor references only the filing of objections electronically. Because not all attorneys and parties may be authorized to file electronically, the persons must be permitted to file paper objections with the Clerk. Therefore, the Court ruled, the Notice will advise parties of the Alternative and give the mailing address of the Bankruptcy Clerk to which the objections may be mailed.

Debtor's Notice of Chapter 9 Filing

The Court has approved the Debtor's notice of commencement of its Chapter 9 case.

The Court ruled the Debtor have satisfied the requirements of the Bankruptcy Code by providing for the service of the Petition Notice by first class mail on the U.S. Trustee and all entities identified on the list of creditors filed by the Debtor, and by publication of the Notice once a week for at least three consecutive weeks in The Herald Times and The Bond Buyer.

Parties may file objections through the Court's CM/ECF system, or by mail to the Court and other notice parties and must be received by June 27 at noon.

If no objections are filed by June 27, the Notice will serve as the notice of the entry of an order for relief under Chapter 9.

Automatic Stay

The Notice provides that pursuant to the Bankruptcy Code, the filing of the City's Chapter 9 petition operates as an automatic stay of actions against the City, including, among other things, the enforcement of any judgment, act to obtain property from the Debtor, act to create, perfect, or enforce any lien against property of the City, act to collect, assess or recover a claim against the City, and the commencement or continuation of any judicial, administrative, or other action or proceeding against the Debtor or an officer or inhabitant of the City that seeks to enforce a claim against the City.

About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in Solano County. As of the 2000 census, the city had a totalpopulation of 116,760. It is located in the San Francisco BayArea on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmentalfunctions under its charter and the laws and constitution of thestate. Its governing body is its City Council.

VERDE CDO: Moody's Slashes Ratings on Five Classes of Notes-----------------------------------------------------------Moody's Investors Service has downgraded and left on review for possible further downgrade the ratings on these notes issued by Verde CDO Ltd:

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

VERTICAL ABS: Moody's Cuts Ratings on 2047 SFR Notes to B1----------------------------------------------------------Moody's Investors Service has downgraded and left on review for possible further downgrade the rating of one class of notes issued by Vertical ABS CDO 2007-2, Ltd. as:

Vertical ABS CDO 2007-2, Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On Feb. 12, 2008 the transaction experienced an event of default caused by a failure of the Senior Adjusted Credit Ratio to be greater than or equal to the required amount set forth in Section 5.1(h) of the Indenture dated Aug. 24, 2007. That event of default is continuing.

The rating actions taken reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Controlling Class may be entitled to direct the Trustee to take particular actions with respect to the Collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the rating of Class A1S Notes issued by Vertical ABS CDO 2007-2, Ltd. is on review for possible further action.

VERTICAL ABS: Moody's Downgrades Ratings on 10 Classes of Notes---------------------------------------------------------------Moody's Investors Service has downgraded and left on review for possible downgrade the ratings on these notes issued by Vertical ABS CDO 2005-1, Ltd.

According to Moody's, the rating actions reflect increased deterioration in the credit quality of the structured finance securities.

VITAL LIVING: March 31 Balance Sheet Upside-Down by $3,437,342--------------------------------------------------------------Vital Living Inc.'s consolidated balance sheet at March 31, 2008, showed $3,961,991 in total assets and $7,399,333 in total liabilities, resulting in a $3,437,342 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $972,378 in total current assets available to pay $3,299,660 in total current liabilities.

The company reported a net loss of $367,916, on net revenue of $806,511, for the first quarter ended March 31, 2008, compared with a net loss of $28,254, on net revenue of $1,437,650, in the same period in 2007.

Moore & Associaties, Chartered, in Las Vegas, expressed substantial doubt about Vital Living Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm said that the company has suffered recurring losses from operations, has a working capital deficit, and is dependent on funding sources from other than operations.

The auditing frim added that since inception, the company has been required to raise additional capital by the issuance of both equity and debt instruments. There are no commitments from funding sources, debt or equity, in the event that cash flows are not sufficient to fund ongoing operation or other cash commitments when they come due.

Moody's is downgrading Class J, which was placed on review for possible downgrade on May 7th, 2008, based on a decline in our estimate of property value resulting from a decrease in sustainable net cash flow.

As of the May 15, 2008 distribution date, the transaction's aggregate certificate balance has decreased by approximately 93.9% to $67.6 million from $1.1 billion at securitization. Only one loan, the Ritz Carlton New Orleans Loan, remains in the Trust.

The Ritz Carlton Loan ($65.6 million pooled loan; $2.0 million non-pooled loan) is secured by a mixed-use complex consisting of a 527-room Ritz-Carlton Hotel, a 230-room Iberville Suites Hotel, a 20,600 square foot spa, a 23,000 square foot retail area and a 303-car parking garage. The property, which is located on the western border of the French Quarter near the New Orleans CBD, suffered substantial damage in 2005 due to Hurricane Katrina and has been open for a little over a year since repair of the damages from the hurricane. The Ritz-Carlton Hotel re-opened in December 2006, the Iberville Suites Hotel re-opened in February 2007. The borrower has exercised three of its three one-year extension options and the loan matures in April 2009. The loan benefits from strong sponsorship from AIG and Quorum Hotels and Resorts. However the outlook for recovery of New Orleans convention and tourism industry for pre-Katrina levels in the next few years is bleak at this time. The net cash flow ("NCF") for the 2008 budget is $2.3 million compared to a pre-Katrina Moody's 2004 securitization NCF of $12.0 million. The current underlying rating of the pooled loan is Caa1 compared to Ba2 at last review.

WEBSTER CDO: Moody's Downgrades Ratings on 10 Classes of Notes--------------------------------------------------------------Moody's Investors Service has downgraded the ratings of ten classes of notes issued by Webster CDO I, Ltd., and left on review for possible further downgrade rating of one of these classes of notes as:

Webster CDO I, Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. On Oct. 18, 2007 the transaction experienced an Event of Default caused by a failure of the Adjusted Net Obligation Amount not exceeding a 100.4% level over the sum of Classes A-1LA and A-1LB Notes, as set forth in Section 5.1(g) of the Indenture dated Dec. 7, 2006. That event of default is continuing. Also, Moody's has received notice from the Trustee that it has been directed by a majority of the controlling class to declare the principal of and accrued and unpaid interest on the Notes to be immediately due and payable.

The rating actions taken reflect continuing deterioration in the credit quality of the underlying portfolio and the increased expected loss associated with the transaction. Losses are attributed to diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, the Requisite Noteholders may be entitled to direct the Trustee to take particular actions with respect to the collateral. The severity of losses may depend on the timing and choice of remedy to be pursued by the Controlling Class. Because of this uncertainty, the rating of Class A-1LA Notes issued by Webster CDO I, Ltd. are on review for possible further action.

The auditor stated that the company has not generated profits since its inception, has incurred losses in developing its business, and further losses are anticipated. The company requires additional funds to meet its obligations and the costs of its operations.

The company has a working capital deficiency of $3,272,197 at Dec. 31, 2007, and has incurred an accumulated deficit of $38,878,733 through Dec. 31, 2007.

The company posted a net loss of $19,178,338 on total revenues of $3,141,115 for the year ended Dec. 31, 2007, as compared with net loss of $4,371,642 on total revenues of $3,184,461 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $5,172,117 in total assets and $10,409,025 in total liabilities, resulting in $5,236,908 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also showed strained liquidity with $3,657,616 in total current assets available to pay $6,929,813 in total current liabilities.

WEST TRADE: Moody's Cuts Ratings on Nine Classes of Notes---------------------------------------------------------Moody's Investors Service has downgraded and left on review for possible further downgrade the ratings on these notes issued by West Trade Funding CDO II Ltd.

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

WEST TRADE: Moody's Junks Rating on $60MM Floating Rate Notes-------------------------------------------------------------Moody's Investors Service downgraded and left on review for possible further downgrade the ratings on these notes issued by West Trade Funding CDO I, Ltd.:

According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities.

XIOM CORP: March 31 Balance Sheet Upside-Down by $354,127---------------------------------------------------------XIOM Corp.'s consolidated balance sheet at March 31, 2008, showed $2,226,403 in total assets, $1,910,131 in total liabilities, and $670,399 in common stock, subject to recission rights, resulting in a $354,127 total stockholders' deficit.

The company reported a net loss of $831,423, on sales of $609,692, for the second quarter ended March 31, 2008, compared with a net loss of $454,206, on sales of $166,139, in the same period in 2007.

As reported in the Troubled Company Reporter on Jan. 18, 2008,Michael T. Studer CPA P.C. in Freeport, New York, expressedsubstantial doubt about XIOM Corp.'s ability to continue as agoing concern after auditing the company's consolidated financialstatements for the year ended Sept. 30, 2007. Mr. Studer pointed to the company's net losses and deficiency in stockholders' equity.

About Xiom Corp.

Headquartered in West Babylon, N.Y., Xiom Corp. (OTC BB: XMCP) -- http://xiom-corp.com/-- manufactures industrial based thermal spray coating systems in the United States. It offers XIOM 1000 Thermal Spray system, which is used to apply plastic powder coatings on steel, aluminum, and non-ferrous substrates, as well as on wood, plastic, masonry, and fiberglass. The company also offers plastic powders designed specifically for thermal spraying. XIOM Corp. sells its spray systems directly to commercial customers and coating contractors.

The Meetings, Conferences and Seminars column appears in theTroubled Company Reporter each Wednesday. Submissions via e-mailto conferences@bankrupt.com are encouraged.

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Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report.

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